Shopify Completes Offerings of Class A Subordinate Voting Shares and Convertible Senior Notes, Including Full Exercise of Over-Allotment Option for Convertible Senior Notes
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced that it has completed its previously announced public offering of 1,100,000 Class A subordinate voting shares (the “Offered Shares”) at a price to the public of US$900 per share (such offering, the “Equity Offering”) and its previously announced public offering of US$920,000,000 aggregate principal amount of convertible senior notes due 2025 (the “Notes”), which includes the full exercise of the over-allotment option of US$120,000,000 aggregate principal amount of the Notes (such offering, the “Note Offering”, and together with the Equity Offering, the “Offerings”). The gross proceeds from the Equity Offering, before underwriting discounts and offering costs, are US$990,000,000, and the gross proceeds from the Note Offering, before underwriting discounts and offering costs, are US$920,000,000.
Shopify expects to use the net proceeds of the Offerings to strengthen its balance sheet, providing flexibility to fund its growth strategies.
The Equity Offering was led by Citigroup, Goldman Sachs & Co. LLC and Credit Suisse, with RBC Capital Markets acting as Co-Manager, and the Note Offering was led by Goldman Sachs & Co. LLC, Citigroup and Credit Suisse, with RBC Capital Markets acting as Co-Manager.
The Offered Shares and the Notes were offered in each of the provinces and territories of Canada, other than Québec, by way of prospectus supplements dated September 15, 2020 to Shopify’s short form base shelf prospectus dated August 6, 2020 (the “Base Shelf Prospectus”). The Offered Shares and the Notes were also offered in the United States pursuant to prospectus supplements to Shopify’s registration statement on Form F-10 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S./Canada Multijurisdictional Disclosure System. The prospectus supplements, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Offerings. Copies of the Canadian prospectus supplements and the Base Shelf Prospectus can be found on SEDAR at www.sedar.com, and copies of the U.S. prospectus supplements and the Registration Statement can be found on EDGAR at www.sec.gov. Copies of these documents may also be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-800-831-9146; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471- 2526, facsimile: 212-902-9316 or email: firstname.lastname@example.org.