Eventbrite greenshoe lifts 5% five-year convertibles to $150 million

By Wendy Van Sickle

Columbus, Ohio, June 15 – Underwriters for Eventbrite Inc.’s 5% long five-year convertible notes their $20 million greenshoe in full, increasing the total deal size to $150 million, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the company priced an upsized $130 million of the convertibles after the market close on Wednesday at par at the cheap end of talk with an initial conversion premium of 17.5%.

Price talk was for a coupon of 4.5% to 5% and an initial conversion premium of 17.5% to 22.5%, according to a market source.

Morgan Stanley & Co. LLC was the bookrunner for the Rule 144A offering.

The initial size of the offering was $115 million with a greenshoe of $17.25 million.

The notes are contingently convertible until June 2, 2025.

They are non-callable until June 1, 2023 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the pricing of the notes, the company entered into capped call transactions with a cap price of $17.1520, which represents a 60% premium over the last reported sales price of stock.

Net proceeds are expected to be $144.7 million with the greenshoe exercised in full.

Approximately $13.5 million of proceeds will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes.

Eventbrite is a San Francisco-based self-service ticketing technology platform.

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