Lyft Announces Private Offering of $400 million of Convertible Senior Notes
2024年2月22日 - 7:03AM
ビジネスワイヤ(英語)
Lyft, Inc. (“Lyft”) (NASDAQ: LYFT) today announced its intention
to offer, subject to market conditions and other factors, $400
million aggregate principal amount of Convertible Senior Notes due
2029 (the “notes”) in a private offering (the “offering”) 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”). Lyft also expects to grant the initial
purchasers of the notes an option to purchase, for settlement
within a 13-day period beginning on, and including, the date Lyft
first issues the notes, up to an additional $60 million aggregate
principal amount of the notes, solely to cover over-allotments. The
notes will be senior, unsecured obligations of Lyft, and interest
will be payable semi-annually in arrears. Upon conversion, Lyft
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 Lyft’s Class A common stock (“Class A common stock”) or a
combination of cash and shares of Class A common stock, at Lyft’s
election, in respect of the remainder, if any, of its conversion
obligation in excess of the aggregate principal amount of the notes
being converted. The interest rate, conversion rate and other terms
of the notes are to be determined upon pricing of the offering.
Lyft intends to use the net proceeds of the offering to (1)
repurchase a portion of its 1.50% Convertible Senior Notes due 2025
(the “2025 notes”) concurrently with the pricing of the offering in
separate and privately negotiated transactions with certain holders
of its 2025 notes (the “concurrent note repurchases”) effected
through one of the initial purchasers of the notes or its
affiliate, acting as Lyft’s agent, (2) pay the cost of the capped
call transactions described below, and (3) purchase up to
approximately $50 million of the Class A common stock from
institutional investors through one of the initial purchasers of
the notes or its affiliate, acting as Lyft’s agent, at a price per
share equal to the last reported sale price of the Class A common
stock on the Nasdaq Global Select Market on the date of the pricing
of the notes. If the initial purchasers exercise their option to
purchase additional notes, Lyft expects to use a portion of the net
proceeds from the sale of such additional notes to enter into
additional capped call transactions with the option counterparties.
Lyft intends to use any remaining net proceeds for general
corporate purposes, which may include repurchases of additional
2025 notes, working capital, capital expenditures, and potential
acquisitions and strategic transactions. From time to time Lyft
evaluates potential acquisitions and strategic transactions.
However, Lyft has not designated any specific uses and has no
current agreements with respect to any material acquisitions or
strategic transactions.
The terms of the concurrent note repurchases are anticipated to
be individually negotiated with each holder of the 2025 notes
participating in the concurrent note repurchases, and will depend
on several factors, including the market price of Lyft’s Class A
common stock and the trading price of the 2025 notes at the time of
each such concurrent note repurchase. No assurance can be given as
to how much, if any, of the 2025 notes will be repurchased or the
terms on which they will be repurchased. Certain holders of any
2025 notes that Lyft agrees to repurchase may have hedged their
equity price risk with respect to such 2025 notes and may,
concurrently with the pricing of the notes, unwind all or part of
their hedge positions by buying Lyft’s Class A common stock and/or
entering into or unwinding various derivative transactions with
respect to Lyft’s Class A common stock. Any repurchase of the 2025
notes, and the potential related market activities by holders of
the 2025 notes participating in the concurrent note repurchases,
together with the repurchase by Lyft of any Class A common stock
concurrently with the pricing of the notes, could increase (or
reduce the size of any decrease in) the market price of Lyft’s
Class A common stock, which may affect the trading price of the
notes at that time and the initial conversion price of the notes.
Lyft cannot predict the magnitude of such market activity or the
overall effect it will have on the price of the notes or our Class
A common stock.
In connection with the pricing of the notes, Lyft expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers and/or their respective
affiliates and/or other financial institutions (the “option
counterparties”). The capped call transactions will cover, subject
to anti-dilution adjustments, the number of shares of Class A
common stock underlying the notes sold in the offering. The capped
call transactions are generally expected to reduce potential
dilution to the Class A common stock upon any conversion of notes
and/or offset any cash payments Lyft elects to make in excess of
the principal amount of converted notes, as the case may be, with
such reduction and/or offset subject to a cap.
Lyft has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of Class A common stock and/or enter into various derivative
transactions with respect to the Class A 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 the Class A 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 the Class A common stock and/or
purchasing or selling the Class A common stock or other securities
of Lyft in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes (and are likely to
do so following any conversion, repurchase or redemption of the
notes, to the extent Lyft exercises the relevant election under the
capped call transactions). This activity could also cause or avoid
an increase or a decrease in the market price of the Class A common
stock or the notes, which could affect the ability of noteholders
to convert the notes and, to the extent the activity occurs
following a conversion or during any observation period related to
a conversion of notes, it could affect the number of shares and
value of the consideration that noteholders will receive upon
conversion of the notes.
The notes will only be offered to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. Neither the notes nor the shares of Class A common
stock potentially issuable upon conversion of the notes, if any,
have been, or will be, registered under the Securities Act or the
securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from such registration
requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
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version on businesswire.com: https://www.businesswire.com/news/home/20240221800774/en/
Investor Contact: Sonya Banerjee investor@lyft.com
Media Contact: press@lyft.com
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