Azurite Intermediate Holdings, Inc. (the Offeror) announced that it has terminated its previously announced cash tender offer and consent solicitation to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 of Alteryx, Inc. (the Issuer), from the holders thereof.  None of the Notes were accepted for purchase or purchased in the Tender Offer and all Notes previously tendered and not withdrawn will be promptly returned to their respective tendering Holders. Concurrently, Alteryx has commenced an offer to purchase for cash all of the Notes at a purchase price equal to 101% of the aggregate principal amount (the Change of Control Purchase Price) of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (the Change of Control Offer), pursuant to Section 4.08 of the Indenture. On March 19, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into Alteryx (the Merger), with Alteryx surviving the Merger and becoming a wholly owned subsidiary of the Offeror.

The consummation of the Merger constitutes a Change of Control under the current terms of the Indenture.  Following the occurrence of a Change of Control and a Ratings Event, Section 4.08 of the Indenture requires the Issuer to make an offer to purchase for cash all of the outstanding Notes validly tendered by any Holder upon the terms described in the Indenture. Notwithstanding this requirement, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon such Change of Control Triggering Event. The Change of Control Offer will expire at 5:00 p.m., New York City time, on April 25, 2024, unless extended or earlier terminated (the Expiration Time).

The Change of Control Offer is being made in connection with the Merger and is expressly conditioned upon the occurrence of a Change of Control Triggering Event on or prior to the Purchase Date. The Offeror intends to have the Purchase Date promptly follow the Expiration Time and to extend the Expiration Time until such time that a Change of Control Triggering Event occurs. The Change of Control Offer is not conditioned upon the tender of a minimum principal amount of the Notes and is being made solely by Alteryx.

The complete terms and conditions of the Change of Control Offer are described in the Statement, copies of which may be obtained at no charge from D.F. King.  Alteryx reserves the right to amend the terms of the Change of Control Offer, to further extend the Expiration Time for the Change of Control Offer or to waive any and all conditions to the Change of Control Offer, in its sole discretion, at any time.