Beyond Meat, Inc. Prices Upsized $1 Billion Convertible Senior Notes Offering - Seite 2

The notes will be redeemable, in whole or in part, for cash at Beyond Meat’s option at any time, and from time to time, on or after March 20, 2024 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Beyond Meat’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to limited exceptions, noteholders may require Beyond Meat to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date.

Beyond Meat estimates that the net proceeds from the offering will be approximately $979.4 million (or approximately $1,126.4 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Beyond Meat intends to use approximately $73.0 million of the net proceeds to fund the cost of entering into the capped call transactions described below. Beyond Meat intends to use the remainder of the net proceeds from the offering for general corporate purposes and working capital. If the initial purchasers exercise their option to purchase additional notes, then Beyond Meat intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.

In connection with the pricing of the notes, Beyond Meat entered into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (in this capacity, the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Beyond Meat’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce potential dilution to Beyond Meat’s common stock upon conversion of the notes and/or, at Beyond Meat’s election (subject to certain conditions), offset any cash payments Beyond Meat is required to make in excess of the aggregate principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $279.32, which represents a premium of 100% over the last reported sale price of Beyond Meat’s common stock of $139.66 per share on March 2, 2021, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Beyond Meat expects to enter into additional capped call transactions with the option counterparties.