Beyond Meat, Inc. (NASDAQ: BYND) (“Beyond Meat”) today announced
the pricing of its offering of $1,000,000,000 aggregate principal
amount of 0% convertible senior notes due 2027 (the “notes”) in a
private offering to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”). The offering size was increased from the previously
announced offering size of $750,000,000 aggregate principal amount
of notes. The issuance and sale of the notes are scheduled to
settle on March 5, 2021, subject to customary closing conditions.
Beyond Meat also granted the initial purchasers of the notes an
option to purchase, for settlement within a period of 13 days from,
and including, the date the notes are first issued, up to an
additional $150,000,000 principal amount of notes.
The notes will be senior, unsecured obligations
of Beyond Meat. The notes will not bear regular interest, and the
principal amount of the notes will not accrete. The notes will
mature on March 15, 2027, unless earlier repurchased, redeemed or
converted. Before December 15, 2026, noteholders will have the
right to convert their notes only upon the occurrence of certain
events. From and after December 15, 2026, noteholders may convert
their notes at any time at their election until the close of
business on the second scheduled trading day immediately before the
maturity date. Beyond Meat will have the right to elect to settle
conversions either in cash or in a combination of cash and shares
of its common stock. However, upon conversion of any notes, the
conversion value, which will be determined over a period of
multiple trading days, will be paid in cash up to at least the
principal amount of the notes being converted. The initial
conversion rate is 4.8544 shares of common stock per $1,000
principal amount of notes, which represents an initial conversion
price of approximately $206.00 per share of common stock. The
initial conversion price represents a premium of approximately
47.5% over the last reported sale price of $139.66 per share of
Beyond Meat’s common stock on March 2, 2021. The conversion rate
and conversion price will be subject to adjustment upon the
occurrence of certain events.
The notes will be redeemable, in whole or in
part, for cash at Beyond Meat’s option at any time, and from time
to time, on or after March 20, 2024 and on or before the 20th
scheduled trading day immediately before the maturity date, but
only if the last reported sale price per share of Beyond Meat’s
common stock exceeds 130% of the conversion price for a specified
period of time. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid special
and additional interest, if any, to, but excluding, the redemption
date.
If a “fundamental change” (as defined in the
indenture for the notes) occurs, then, subject to limited
exceptions, noteholders may require Beyond Meat to repurchase their
notes for cash. The repurchase price will be equal to the principal
amount of the notes to be repurchased, plus accrued and unpaid
special and additional interest, if any, to, but excluding, the
applicable repurchase date.
Beyond Meat estimates that the net proceeds from
the offering will be approximately $979.4 million (or approximately
$1,126.4 million if the initial purchasers fully exercise their
option to purchase additional notes), after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses. Beyond Meat intends to use approximately $73.0 million of
the net proceeds to fund the cost of entering into the capped call
transactions described below. Beyond Meat intends to use the
remainder of the net proceeds from the offering for general
corporate purposes and working capital. If the initial purchasers
exercise their option to purchase additional notes, then Beyond
Meat intends to use a portion of the additional net proceeds to
fund the cost of entering into additional capped call transactions
as described below.
In connection with the pricing of the notes,
Beyond Meat entered into privately negotiated capped call
transactions with one or more of the initial purchasers and/or
their respective affiliates and/or other financial institutions (in
this capacity, the “option counterparties”). The capped call
transactions will cover, subject to customary adjustments, the
number of shares of Beyond Meat’s common stock that will initially
underlie the notes. The capped call transactions are expected
generally to reduce potential dilution to Beyond Meat’s common
stock upon conversion of the notes and/or, at Beyond Meat’s
election (subject to certain conditions), offset any cash payments
Beyond Meat is required to make in excess of the aggregate
principal amount of the converted notes, as the case may be, with
such reduction and/or offset subject to a cap. The cap price of the
capped call transactions will initially be $279.32, which
represents a premium of 100% over the last reported sale price of
Beyond Meat’s common stock of $139.66 per share on March 2, 2021,
and is subject to certain adjustments under the terms of the capped
call transactions. If the initial purchasers exercise their option
to purchase additional notes, Beyond Meat expects to enter into
additional capped call transactions with the option
counterparties.
In connection with establishing their initial
hedges of the capped call transactions, the option counterparties
or their respective affiliates expect to purchase shares of Beyond
Meat’s common stock and/or enter into various derivative
transactions with respect to Beyond Meat’s common stock
concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Beyond Meat’s common stock or the notes at that
time. In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Beyond Meat’s common
stock and/or purchasing or selling Beyond Meat’s common stock or
other securities issued by Beyond Meat in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so on each exercise
date of the capped call transactions, which are expected to occur
during the 20 trading day period beginning on the 21st scheduled
trading day prior to the maturity date of the notes, or following
any repurchase, redemption or early conversion of the notes, in
each case if Beyond Meat exercises its option to terminate the
relevant portion of the capped call transactions). This activity
could also cause or avoid an increase or a decrease in the market
price of Beyond Meat’s common stock or the notes, which could
affect a noteholder’s ability to convert the notes and, to the
extent the activity occurs during any observation period related to
a conversion of the notes, it could affect the number of shares of
Beyond Meat’s common stock and value of the consideration that a
noteholder will receive upon conversion of such notes.
In addition, if any such capped call transaction
fails to become effective, whether or not this offering of the
notes is completed, the option counterparty party thereto may
unwind its hedge positions with respect to Beyond Meat’s common
stock, which could adversely affect the value of Beyond Meat’s
common stock and, if the notes have been issued, the value of the
notes.
The offer and sale of the notes and any shares
of common stock issuable upon conversion of the notes have not
been, and will not be, registered under the Securities Act or any
other securities laws, and the notes and any such shares cannot be
offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any other applicable securities laws. This press
release does not constitute an offer to sell, or the solicitation
of an offer to buy, the notes or any shares of common stock
issuable upon conversion of the notes, nor will there be any sale
of the notes or any such shares, in any state or other jurisdiction
in which such offer, sale or solicitation would be unlawful.
About Beyond Meat
Beyond Meat is one of the fastest growing food
companies in the United States, offering a portfolio of
revolutionary plant-based meats made from simple ingredients
without GMOs, bioengineered ingredients, hormones, antibiotics, or
cholesterol. Founded in 2009, Beyond Meat products are designed to
have the same taste and texture as animal-based meat while being
better for people and the planet. Beyond Meat’s brand commitment,
Eat What You Love™, represents a strong belief that there is a
better way to feed our future and that the positive choices we all
make, no matter how small, can have a great impact on our personal
health and the health of our planet. By shifting from animal-based
meat to plant-based meat, we can positively impact four growing
global issues: human health, climate change, constraints on natural
resources and animal welfare.
Forward-Looking Statements
Certain statements in this release constitute
“forward-looking statements,” including statements regarding the
completion of the offering, the expected amount and intended use of
the net proceeds, the effects of entering into the capped call
transactions described above and the actions of the option
counterparties and their respective affiliates. These
forward-looking statements are only predictions, not historical
fact, and involve certain risks and uncertainties, as well as
assumptions. Actual results, levels of activity, performance,
achievements and events could differ materially from those stated,
anticipated or implied by such forward-looking statements. While
Beyond Meat believes that its assumptions are reasonable, it is
very difficult to predict the impact of known factors, and, of
course, it is impossible to anticipate all factors that could
affect actual results. There are many risks and uncertainties that
could cause actual results to differ materially from
forward-looking statements made herein including, most prominently,
the risks discussed under the heading “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2020 filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 1, 2021, as well as other factors described from
time to time in Beyond Meat’s filings with the SEC. Among those
risks and uncertainties are market conditions, the satisfaction of
the closing conditions related to the offering and risks relating
to Beyond Meat’s business. Beyond Meat may not consummate the
offering described in this press release and, if the offering is
consummated, cannot provide any assurances regarding its ability to
effectively apply the net proceeds as described above. Such
forward-looking statements are made only as of the date of this
release. Beyond Meat undertakes no obligation to publicly update or
revise any forward-looking statement because of new information,
future events or otherwise, except as otherwise required by law. If
we do update one or more forward-looking statements, no inference
should be made that we will make additional updates with respect to
those or other forward-looking statements.
Contact Information
Shira Zackaiszackai@beyondmeat.com
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