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Published on 2/26/2021 in the Prospect News Convertibles Daily.

New Issue: Spotify sells $1.3 billion five-year exchangeables to yield 0%, up 70%

By Abigail W. Adams

Portland, Me., Feb. 26 – Spotify Technology SA priced $1.3 billion of five-year notes exchangeable for Spotify USA Inc. stock after the market close on Thursday at par with a coupon of 0% and an initial exchange premium of 70%, according to a company news release.

Pricing came in line with talk for a fixed coupon of 0% and at the midpoint of talk for an initial exchange premium of 65% to 75%, according to a market source.

Morgan Stanley & Co. LLC was lead left bookrunner for the Rule 144A offering, which carries a greenshoe of $200 million.

The notes are callable on or after March 20, 2024 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.

Net proceeds are expected to be $1.281 billion or will be $1.479 billion if the greenshoe is exercised in full.

Proceeds will be used for general corporate purposes.

Spotify is a New York-based audio streaming and media services provider.

Issuer:Spotify Technology SA
Securities:Exchangeable notes for Spotify USA Inc. shares
Amount:$1.3 billion
Greenshoe:$200 million
Maturity:March 15, 2026
Bookrunner:Morgan Stanley & Co. LLC
Coupon:0%
Price:Par
Yield:0%
Exchange premium:70%
Exchange price:$515.20
Exchange rate:1.9410
Call options:Non-callable until March 20, 2024 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:Feb. 26
Settlement date:March 2
Distribution:Rule 144A
Talk:Fixed coupon of 0% and initial exchange premium of 65% to 75%
Stock symbol:NYSE: SPOT
Stock price:$303.06 at market close Feb. 26
Market capitalization:$57.65 billion

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