Affirm Holdings, Inc. Announces Proposed Private Offering of $1.25 Billion of Convertible Senior Notes
November 18 2021 - 7:00AM
Business Wire
Proceeds to Support General Corporate
Purposes including Key Growth Initiatives
Affirm Holdings, Inc. (Nasdaq: AFRM) (“Affirm” or the “Company”)
today announced its intention to offer, subject to market
conditions and other factors, $1.25 billion aggregate principal
amount of Convertible Senior Notes due 2026 (the “Notes”) in a
private offering (the “Offering”). In connection with the Offering,
Affirm expects to grant the initial purchasers of the Notes an
option to purchase, within a 13-day period beginning on, and
including, the date on which the Notes are first issued, up to an
additional $187.5 million aggregate principal amount of the Notes
on the same terms and conditions.
Affirm intends to use the net proceeds from the Offering for
general corporate purposes and to fund its plans for future growth,
which may include working capital expenses, capital expenditures
and associated investments.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of Affirm. The Notes will mature on
November 15, 2026, unless earlier repurchased, redeemed or
converted in accordance with their terms prior to such date. Prior
to the close of business on the business day immediately preceding
August 15, 2026, the Notes will be convertible at the option of the
holders of the Notes only upon the satisfaction of specified
conditions and during certain periods. On or after August 15, 2026
until the close of business on the second scheduled trading day
immediately preceding the maturity date, the Notes will be
convertible, at the option of the holders of Notes, at any time
regardless of such conditions. Upon conversion, Affirm will pay
cash up to the aggregate principal amount of the Notes to be
converted and pay or deliver, as the case may be, cash, shares of
Class A common stock of Affirm or a combination of cash and shares
of Class A common stock of Affirm, at Affirm’s election, in respect
of the remainder, if any, of Affirm’s conversion obligation in
excess of the aggregate principal amount of the Notes being
converted. Affirm may not redeem the Notes prior to November 20,
2024. Affirm may redeem for cash all or any portion of the Notes,
at its option, on or after November 20, 2024, but only if the last
reported sale price per share of Affirm’s Class A common stock
exceeds 130% of the conversion price for a specified period of
time.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The
offer and sale of the Notes and any shares of Class A common stock
of Affirm issuable upon conversion of the Notes, if any, have not
been, and will not be, registered under the Securities Act or the
securities laws of any other jurisdiction, and unless so
registered, the Notes and such shares, if any, may not be offered
or sold in the United States except pursuant to an applicable
exemption from such registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes (or any shares of Class A common stock of Affirm
issuable upon conversion of the Notes) in any state or jurisdiction
in which the offer, solicitation, or sale would be unlawful prior
to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
Cautionary Note About Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve risks and
uncertainties. All statements other than statements of historical
fact contained in this report, including statements regarding the
Company’s future results of operations and financial condition,
business strategy, and plans and objectives of management for
future operations, are forward-looking statements. In some cases,
forward-looking statements may be identified by words such as
“anticipate,” “believe,” “continue,” “could,” “design,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potentially,” “predict,”
“project,” “should,” “will,” “would,” or the negative of these
terms or other similar expressions. These forward-looking
statements include, but are not limited to, statements concerning:
the potential offering, including its size, timing and
conditionality, the successful completion of this Offering; and the
Company’s expected use of proceeds from this Offering.
Forward-looking statements are based on management’s beliefs and
assumptions and on information currently available. These
forward-looking statements are subject to a number of known and
unknown risks, uncertainties and assumptions, including risks
described under “Risk Factors” in the offering memorandum for the
Offering, the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2021 and the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2021. Except as
required by law, the Company undertakes no obligation to update
publicly any forward-looking statements for any reason after the
date of this press release or to conform these statements to actual
results or to changes in our expectations.
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Investor Relations ir@affirm.com
Media press@affirm.com
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