Spotify Announces Proposed Exchangeable Senior Notes Offering
February 24 2021 - 4:05PM
Business Wire
Spotify Technology S.A. (“Spotify”) (NYSE: SPOT) today announced
that its indirect subsidiary, Spotify USA Inc. (“Spotify USA”),
intends to offer, subject to market and other conditions,
$1,300,000,000 aggregate principal amount of exchangeable senior
notes due 2026 (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 notes will be fully
and unconditionally guaranteed, on a senior, unsecured basis, by
Spotify. Spotify USA also expects to grant 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 $200,000,000 principal amount of
notes.
The notes will be senior, unsecured obligations of Spotify USA,
will accrue interest, if any, payable semi-annually in arrears and
will mature on March 15, 2026, unless earlier repurchased, redeemed
or exchanged. Noteholders will have the right to exchange their
notes in certain circumstances and during specified periods.
Spotify USA will settle exchanges by paying or delivering, as
applicable, cash, ordinary shares of Spotify or a combination of
cash and ordinary shares of Spotify, at Spotify USA’s election. The
notes will not be redeemable prior to March 20, 2024, except in the
event of certain tax law changes. The notes will be redeemable, in
whole or in part (subject to certain limitations), for cash at
Spotify USA’s option at any time, and from time to time, on or
after March 20, 2024 and on or before the 40th scheduled trading
day immediately before the maturity date, but only if the last
reported sale price per ordinary share of Spotify exceeds 130% of
the exchange price for a specified period of time. In addition, the
notes will be redeemable, in whole and not in part, at Spotify
USA’s option at any time in connection with certain changes in tax
law. The redemption price will be equal to the principal amount of
the notes to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date. The interest rate, initial
exchange rate and other terms of the notes will be determined at
the pricing of the offering.
Spotify USA intends to use the net proceeds from the offering
for general corporate purposes.
The offer and sale of the notes, the guarantee and any ordinary
shares issuable upon exchange 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 ordinary 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 ordinary shares issuable upon exchange of the
notes, nor will there be any sale of the notes or any such ordinary
shares, in any state or other jurisdiction in which such offer,
sale or solicitation would be unlawful.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the anticipated terms of the notes
being offered, the completion, timing and size of the proposed
offering, and the intended use of the proceeds. Forward-looking
statements represent the current expectations of Spotify and
Spotify USA regarding future events and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those implied by the forward-looking
statements. Among those risks and uncertainties are market
conditions, including market interest rates, the trading price and
volatility of Spotify’s ordinary shares and risks relating to the
respective businesses of Spotify and Spotify USA, including those
described in periodic reports that Spotify files from time to time
with the SEC. Spotify USA may not consummate the proposed offering
described in this press release and, if the proposed offering is
consummated, cannot provide any assurances regarding the final
terms of the offering or the notes or its ability to effectively
apply the net proceeds as described above. The forward-looking
statements included in this press release speak only as of the date
of this press release, and neither Spotify nor Spotify USA
undertakes to update the statements included in this press release
for subsequent developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210224006058/en/
Investor Relations Bryan Goldberg ir@spotify.com
Public Relations Dustee Jenkins press@spotify.com
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