Eventbrite greenshoe increases convertible notes to $212.75 million

By Wendy Van Sickle

Columbus, Ohio, March 11 – Underwriters for Eventbrite Inc.’s 0.75% long five-year convertible notes exercised their $27.75 million greenshoe, increasing the total deal size to $212.75 million, according to an 8-K filing with the Securities and Exchange Commission.

The company priced $185 million of the convertibles after the market close on Monday at par with an initial conversion premium of 30%, as previously reported.

Pricing came at the rich end of initial talk for a coupon of 0.75% to 1.25% and at the midpoint of initial talk for an initial conversion premium of 27.5% to 32.5%, according to a market source.

Morgan Stanley & Co. LLC was bookrunner for the Rule 1444A offering.

The notes are non-callable until March 15, 2024 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 offering, the company entered into capped call transactions with a cap price of $37.5375, which represents a premium of 75% over the last reported sales price of stock.

Net proceeds are expected to be $206.6 million now that the greenshoe is exercised in full.

About $16.1 million of net proceeds will be used to cover the cost of the call spread, and $153.2 million will be used to repay the full outstanding amount under the company’s May 2020 credit agreement.

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

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