Lyft Announces Pricing of Offering of $400 million of Convertible Senior Notes

Lyft, Inc. (“Lyft”) (NASDAQ: LYFT) today announced the pricing of $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 granted 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 sale of the notes to the initial purchasers is expected to settle on February 27, 2024, subject to customary closing conditions, and is expected to result in approximately $389.6 million in net proceeds to Lyft after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Lyft (assuming no exercise of the initial purchasers’ option to purchase additional notes).

The notes will be senior, unsecured obligations of Lyft. The notes will bear interest at a rate of 0.625% per year. Interest will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The notes will mature on March 1, 2029, unless earlier redeemed, repurchased or converted. Lyft may not redeem the notes prior to March 5, 2027. Lyft may redeem for cash all or any portion (subject to certain limitations) of the notes, at its option, on or after March 5, 2027 and prior to the 31^st scheduled trading day immediately preceding the maturity date, if the last reported sale price of Lyft’s Class A common stock (“Class A common stock”) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Lyft provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which Lyft provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Lyft is not required to redeem or retire the notes periodically.