Farfetch Announces Upsizing and Pricing of $350 Million Convertible Senior Notes Offering
April 27 2020 - 7:56PM
Business Wire
Farfetch Limited (NYSE: FTCH) (“Farfetch”) announced today the
pricing of $350.0 million principal amount of 3.75% Convertible
Senior Notes due 2027 (the “notes”) in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Farfetch
also granted the initial purchasers of the notes an option to
purchase, for settlement within the 13-day period beginning on, and
including, the date on which the notes are first issued, up to an
additional $50.0 million principal amount of notes. The offering is
expected to close on April 30, 2020, subject to customary closing
conditions.
The notes will be senior unsecured obligations of Farfetch and
will accrue interest payable semiannually in arrears on May 1 and
November 1 of each year, beginning on November 1, 2020, at a rate
of 3.75% per year. The notes will mature on May 1, 2027, unless
earlier converted, repurchased or redeemed. The initial conversion
rate will be 61.9867 of Farfetch’s Class A ordinary shares per
$1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $16.13 per share). The initial
conversion price of the notes represents a premium of approximately
35% over the last reported sale price of Farfetch’s Class A
ordinary shares on the New York Stock Exchange on April 27, 2020.
The notes will be convertible into cash, Farfetch’s Class A
ordinary shares or a combination of cash and Farfetch’s Class A
ordinary shares, at Farfetch’s election.
Farfetch may redeem the notes for cash at any time prior to
maturity if certain tax-related events occur or, on or after May 6,
2024 and on or before the 35th scheduled trading day before the
maturity date, at its option, if the last reported sale price of
Farfetch’s Class A ordinary shares exceeds 130% of the conversion
price for a specified period of time. The redemption price will
equal the principal amount of the notes to be redeemed, plus
accrued and unpaid interest.
If certain events that constitute a “fundamental change” occur,
then holders of the notes may require Farfetch to repurchase their
notes for cash at a repurchase price equal to the principal amount
of the notes to be repurchased, plus accrued and unpaid interest.
In addition, upon certain corporate events or upon redemption,
Farfetch will, under certain circumstances, increase the conversion
rate for holders who convert notes in connection with the relevant
event or redemption.
Farfetch estimates that the net proceeds from the offering will
be approximately $340.7 million (or approximately $389.5 million if
the initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers’ discount
and estimated offering expenses payable by Farfetch. Farfetch
intends to use the net proceeds for general corporate purposes. If
the initial purchasers exercise their option to purchase additional
notes, Farfetch intends to use the net proceeds from the sale of
the additional notes for general corporate purposes.
The offer and sale of the notes and Farfetch’s Class A ordinary
shares, if any, issuable upon conversion of the notes have not been
registered under the Securities Act or any state securities laws,
and unless so registered, the notes and such shares may not be
offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of any securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
Forward Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements contained in this release that do not relate to
matters of historical fact should be considered forward-looking
statements, including, without limitation, statements that include
the words “expect,” “intend,” “plan,” “believe,” “project,”
“forecast,” “estimate,” “may,” “should,” “anticipate” and similar
statements of a future or forward-looking nature. These
forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including the factors discussed under
the caption “Risk Factors” in our Annual Report on Form 20-F filed
with the U.S. Securities and Exchange Commission (“SEC”) on March
11, 2020 and our Current Report on Form 6-K filed with the SEC on
April 27, 2020, as such factors may be updated from time to time in
our other filings with the SEC, which are accessible on the SEC’s
website at www.sec.gov. In addition, we operate in a very
competitive and rapidly changing environment, and new risks emerge
from time to time. It is not possible for our management to predict
all risks, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements that we may make. In
light of these risks, uncertainties and assumptions, the
forward-looking events and circumstances discussed in this release
are inherently uncertain and may not occur, and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Accordingly, you should
not rely upon forward-looking statements as predictions of future
events. In addition, the forward-looking statements made in this
release relate only to events or information as of the date on
which the statements are made in this release. Except as required
by law, we undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events.
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version on businesswire.com: https://www.businesswire.com/news/home/20200427005903/en/
Investor Relations: Alice
Ryder VP Investor Relations IR@farfetch.com
Media: Susannah Clark VP
Communications, Global susannah.clark@farfetch.com +44 7788
405224
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