Shopify Prices US$500,500,000 Offering of Class A Subordinate Voting Shares
May 18 2017 - 8:11PM
Business Wire
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced
that it has entered into an underwriting agreement with a syndicate
of underwriters in connection with its previously announced
marketed offering of Class A subordinate voting shares (the
“Offering“).
The underwriters have agreed to purchase, at a price of US$91.00
per share, 5,500,000 Class A subordinate voting shares from
Shopify, for gross proceeds to Shopify of US$500,500,000. Shopify
has also granted the Underwriters an over-allotment option to
purchase up to an additional 825,000 Class A subordinate voting
shares, which option is exercisable for a period of 30 days from
the date of the final prospectus supplement relating to the
Offering.
Shopify expects to use the net proceeds from the Offering to
strengthen its balance sheet, providing flexibility to fund its
growth strategies. Pending their use, Shopify intends to invest the
net proceeds from the Offering in short-term, investment-grade,
interest-bearing instruments or hold them as cash.
Closing of the Offering is subject to a number of closing
conditions, including the listing of the Class A subordinate voting
shares on the NYSE and TSX, and any required approvals of each
exchange, and is expected to occur on or about May 24, 2017.
Morgan Stanley and Credit Suisse are acting as bookrunners and
CIBC Capital Markets is acting as co-manager in the Offering.
No securities regulatory authority has either approved or
disapproved the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in
any province, 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 province, state
or jurisdiction.
Shopify has filed a preliminary prospectus supplement, and will
file a final prospectus supplement, to its amended and restated
short form base shelf prospectus dated May 17, 2017 with the
securities commissions in each of the provinces and territories of
Canada except Quebec. The preliminary prospectus supplement has
also been filed, and the final prospectus supplement will be filed,
with the U.S. Securities and Exchange Commission (the “SEC“) as a
supplement to Shopify's registration statement on Form F-10 (the
“Registration Statement”) under the U.S./Canada Multijurisdictional
Disclosure System. The prospectus supplements and the Registration
Statement contain important detailed information about the
Offering. Copies of the Canadian prospectus supplements can be
found on SEDAR at www.sedar.com, and copies of the U.S. prospectus
supplements and the Registration Statement can be found on EDGAR at
www.sec.gov. Copies of such offering documents may also be obtained
from Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or
Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, One Madison Avenue, New York, NY 10010. Prospective
investors should read the prospectus supplements and Registration
Statement before making an investment decision.
About Shopify
Shopify is the leading cloud-based, multi-channel commerce
platform designed for small and medium-sized businesses. Merchants
can use the software to design, set up, and manage their stores
across multiple sales channels, including web, mobile, social
media, marketplaces and physical retail locations. The platform
also provides merchants with a powerful back-office and a single
view of their business. The Shopify platform was engineered for
reliability and scale, making enterprise-level technology available
to businesses of all sizes. Shopify currently powers hundreds of
thousands of businesses in approximately 175 countries and is
trusted by brands such as Tesla, Nestle, GE, Red Bull, Kylie
Cosmetics, and many more.
Forward-looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws (“forward-looking statements“) including statements
regarding the proposed Offering, the terms of the Offering and the
proposed use of proceeds. Words such as “will”, “anticipates”,
“expects” and “intends” or similar expressions are intended to
identify forward-looking statements.
These forward-looking statements are based on Shopify’s current
expectations about future events and financial trends that
management believes might affect its financial condition, results
of operations, business strategy and financial needs, and on
certain assumptions and analysis made by Shopify in light of the
experience and perception of historical trends, current conditions
and expected future developments and other factors management
believes are appropriate. These projections, expectations,
assumptions and analyses are subject to known and unknown risks,
uncertainties, assumptions and other factors that could cause
actual results, performance, events and achievements to differ
materially from those anticipated in these forward-looking
statements. Although Shopify believes that the assumptions
underlying these forward-looking statements are reasonable, they
may prove to be incorrect, and readers cannot be assured that the
Offering discussed above will be completed on the terms described
above. Completion of the proposed Offering and the terms thereof
are subject to numerous factors, many of which are beyond Shopify’s
control, including but not limited to, the failure of customary
closing conditions and other important factors disclosed previously
and from time to time in Shopify’s filings with the SEC and the
securities commissions or similar securities regulatory authorities
in each of the provinces or territories of Canada. The
forward-looking statements contained in this news release represent
Shopify’s expectations as of the date of this news release, or as
of the date they are otherwise stated to be made, and subsequent
events may cause these expectations to change. Shopify undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170518006547/en/
ShopifyINVESTORS:Katie Keita, 613-241-2828Director, Investor
RelationsIR@shopify.comorMEDIA:Erin Hochstein, 226-972-1767Public
Relations Managerpress@shopify.com
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