| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On November 20, 2020, Tilray, Inc. (“Tilray”) entered into
privately negotiated exchange agreements (the “Exchange
Agreements”) with certain holders of Tilray’s 5.00% Convertible
Senior Notes due 2023 (the “Notes”). Under the terms of the
Exchange Agreements, the holders agreed to exchange an aggregate
principal amount of approximately $124.3 million of Notes plus
accrued interest held by them in exchange for an aggregate of
10,932,222 shares of Tilray’s Class 2 common stock (“Shares”).
Effectively, Tilray agreed to repurchase a portion of its Notes at
a 36% discount to their face value, using shares issued at Tilray’s
most recent closing market price on November 20, 2020 (which
is equivalent to a conversion price of $7.36 per share). These
exchange transactions closed on November 24, 2020.
On November 23, 2020, Tilray entered into additional Exchange
Agreements with certain holders of the Notes. Under the terms of
the Exchange Agreements, the holders agreed to exchange an
aggregate principal amount of approximately $72.9 million of Notes
plus accrued interest held by them in exchange for an aggregate of
6,407,355 shares. Effectively, Tilray agreed to repurchase a
portion of its Notes at a 42% discount to their face value, using
shares issued at Tilray’s most recent closing market price on
November 23, 2020 (which is equivalent to a conversion price of
$6.68 per share). These exchange transactions are expected to close
on or about November 25, 2020, subject to customary closing
conditions.
Immediately following the exchange of the Notes contemplated by the
Exchange Agreements, approximately $277.9 million in aggregate
principal amount of the Notes will remain outstanding.
The foregoing description of the Exchange Agreements is qualified
in its entirety by reference to the form of Exchange Agreement
attached as Exhibit 99.1 hereto.
On November 23, 2020 and November 24, 2020, Tilray issued press
releases announcing the Exchange Agreements, copies of which are
attached hereto as Exhibit 99.2 and 99.3, respectively, and
incorporated herein by reference.
This Current Report does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
| Item 3.02 |
Unregistered Sales of Equity Securities.
|
The disclosure under Item 1.01 above is incorporated by reference
herein. The issuance of the Shares under the Exchange Agreements is
being made pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), only to investors that
qualified as “qualified institutional buyers” (as such term is
defined under the Securities Act) or large institutional
investors.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
2
