Tilray, Inc. Announces Closing of US$450 Million 5.00% Convertible Notes Offering
October 10 2018 - 4:15PM
Business Wire
Tilray, Inc. (NASDAQ:TLRY), a global leader in cannabis
research, cultivation, production and distribution, today announced
that it has closed its offering of 5.00% Convertible Senior Notes
due 2023 (the “notes”) for gross proceeds of US$450 million in
a private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Any notes sold in Canada were sold to accredited
investors pursuant to an exemption from the prospectus requirements
of Canadian securities laws.
Tilray estimates that the net proceeds from the offering is
approximately US$435 million, after deducting the initial
purchasers’ discount and estimated offering expenses payable by
Tilray. Tilray intends to use the net proceeds from this offering
for working capital, future acquisitions and general corporate
purposes, and to repay the approximately US$9.1 million existing
mortgage related to its facility in Nanaimo, British Columbia.
Cowen, BofA Merrill Lynch and BMO Capital Markets acted as joint
book-running managers for the offering. Roth Capital Partners,
Eight Capital and Northland Capital Markets acted as co-managers
for the offering.
The notes are senior unsecured obligations of Tilray and bear an
interest at a rate of 5.00% per year, payable semiannually in
arrears on April 1 and October 1 of each year, beginning on April
1, 2019. The notes mature on October 1, 2023, unless earlier
repurchased, redeemed or converted.
The initial conversion rate for the notes is 5.9735 shares of
Class 2 common stock per US$1,000 principal amount of notes (which
is equivalent to an initial conversion price of approximately
US$167.41 per share). Conversions of the notes will be settled in
cash, shares of Tilray’s Class 2 common stock or a combination
thereof, at Tilray’s election. The initial conversion price
represents a conversion premium of approximately 15% over the last
reported sale price of US$145.57 per share of Tilray’s Class 2
common stock on the Nasdaq Global Select Market on October 4,
2018.
Neither the notes, nor any shares of Tilray's Class 2 common
stock issuable upon conversion of the notes, have been registered
under the Securities Act or any state securities laws, or qualified
for distribution by prospectus in Canada, and unless so registered,
may not be offered or sold in the United States absent registration
or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and other
applicable securities laws, or sold in Canada absent an exemption
from the prospectus requirements of Canadian securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of any securities in any
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 state or jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”, which
may be identified by the use of words such as, “may”, “would”,
“could”, “will”, “likely”, “expect”, “anticipate”, “believe,
“intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and
other similar expressions, including statements regarding the
anticipated use of net proceeds of the offering of the notes, which
could change as a result of market conditions or for other reasons,
and the impact of general economic, industry or political
conditions in the United States or
internationally. Forward-looking statements are not a
guarantee of future performance and are based upon a number of
estimates and assumptions of management in light of management’s
experience and perception of trends, current conditions and
expected developments, as well as other factors that management
believes to be relevant and reasonable in the circumstances,
including assumptions in respect of current and future market
conditions. Actual results, performance or achievement could
differ materially from that expressed in, or implied by, any
forward-looking statements in this press release, and, accordingly,
you should not place undue reliance on any such forward-looking
statements and they are not guarantees of future results.
Forward-looking statements involve significant risks, assumptions,
uncertainties and other factors that may cause actual future
results or anticipated events to differ materially from those
expressed or implied in any forward-looking statements. Please see
the heading “Risk Factors” in Tilray’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2018 and the risks discussed in
Tilray’s other filings with the Securities and Exchange Commission
for a discussion of the material risk factors that could cause
actual results to differ materially from the forward-looking
information. Tilray does not undertake to update any
forward-looking statements that are included herein, except in
accordance with applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20181010005940/en/
Tilray Inc.Media:Zack Hutson,
+1-415-534-5541zack.hutson@tilray.comorInvestors:Katie Turner,
+1-646-277-1228Katie.turner@icrinc.com
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