By Abigail W. Adams
Portland, Me., Sept. 16 – Shopify Inc. priced $800 million of five-year convertible notes after the market close on Tuesday at par with a coupon of 0.125% and an initial conversion premium of 60%, according to a market source.
Pricing came in line with talk for a fixed coupon of 0.125% and richer than initial talk for an initial conversion premium of 52.5% to 57.5%, according to a market source.
Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC were joint bookrunners for the registered offering, which carries a greenshoe of $120 million.
The notes are contingently convertible until Aug. 1, 2025.
They are non-callable until Sept. 15, 2023 and then subject to a 130% hurdle.
The notes are putable upon a fundamental change.
They will be settled in cash, shares or a combination of both at the company’s option.
Concurrently with the convertible notes offering, the company priced a secondary offering of 1.1 million class A subordinate voting shares at $900.00 per share.
The secondary offering carries a greenshoe of 165,000 shares.
Net proceeds from the convertible offering are expected to be $789.5 million, or $908 million if the greenshoe is exercised in full.
Proceeds from the concurrent offerings will be used to strengthen the company’s balance sheet.
Shopify is an Ottawa-based global commerce company.
| Issuer: | Shopify Inc.
|
| Securities: | Convertible senior notes
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| Amount: | $800 million
|
| Greenshoe: | $120 million
|
| Maturity: | Nov. 1, 2025
|
| Bookrunners: | Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC
|
| Coupon: | 0.125%
|
| Price: | Par
|
| Yield: | 0.125%
|
| Conversion premium: | 60%
|
| Conversion price: | $1,440.09
|
| Conversion rate: | 0.6944
|
| Call options: | Non-callable until Sept. 15, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Sept. 15
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| Settlement date: | Sept. 18
|
| Distribution: | Registered
|
| Talk: | Fixed coupon of 0.125% and initial conversion premium of 52.5% to 57.5%
|
| Stock symbol: | NYSE: SHOP
|
| Stock price: | $900.00 in concurrent offering
|
| Market capitalization: | $111.63 billion
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