Fiverr International Ltd. (NYSE: FVRR) (“Fiverr”) today
announced its intention to offer, subject to market conditions and
other factors, $400 million aggregate principal amount of
Convertible Senior Notes due 2025 (the “Notes”) in a private
offering (the “Offering”) to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Offering, Fiverr
expects to grant the initial purchasers of the Notes an option to
purchase, within a 13-day period beginning on, and including, the
date on which the Notes are first issued, up to an additional $60
million aggregate principal amount of the Notes.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of Fiverr. Interest on the Notes will
be payable semi-annually in arrears, and the Notes will mature on
November 1, 2025, unless earlier repurchased, redeemed or converted
in accordance with their terms. Prior to the close of business on
the business day immediately preceding May 1, 2025, the Notes will
be convertible at the option of the holders of the Notes only upon
the satisfaction of specified conditions and during certain
periods. Thereafter, the Notes will be convertible at the option of
the holders of the Notes at any time until the close of business on
the third scheduled trading day immediately preceding the maturity
date regardless of such conditions. Conversions of the Notes will
be settled in cash, ordinary shares of Fiverr or a combination
thereof, at Fiverr’s election.
Fiverr may not redeem the Notes prior to November 5, 2023,
except in the event of certain tax law changes. On or after
November 5, 2023, Fiverr may redeem, for cash, all or part of the
Notes if the last reported sale price of its ordinary shares has
been at least 130% of the conversion price then in effect for at
least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which Fiverr provides notice of the
redemption at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date. Holders of the
Notes will have the right to require Fiverr to repurchase all or a
portion of their Notes upon the occurrence of a fundamental change
(as defined in the indenture governing the Notes) at a cash
repurchase price equal to 100% of the principal amount of the Notes
to be repurchased, plus any accrued and unpaid interest to, but
excluding the fundamental change repurchase date.
In connection with the pricing of the Notes, Fiverr expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers of the Notes or their respective
affiliates and/or other financial institutions (in this capacity,
the “Option Counterparties”). The capped call transactions are
expected generally to reduce the potential dilution to the holders
of ordinary shares of Fiverr upon any conversion of Notes and/or to
offset any cash payments Fiverr is required 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. If the initial
purchasers exercise their option to purchase additional Notes,
Fiverr expects to enter into additional capped call transactions
with the Option Counterparties.
Fiverr 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
ordinary shares of Fiverr and/or enter into various derivative
transactions with respect to the ordinary shares of Fiverr
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 ordinary shares of Fiverr 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 ordinary shares
of Fiverr and/or by purchasing or selling ordinary shares or other
securities of Fiverr 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 Fiverr 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 ordinary shares of Fiverr or the Notes, which
could affect the ability of holders of Notes to convert the Notes
and, to the extent the activity occurs during any observation
period related to a conversion of the Notes, it could affect the
number of ordinary shares of Fiverr, if any, and value of the
consideration that holders of Notes will receive upon conversion of
the Notes.
In addition, if any such capped call transactions fail to become
effective, whether or not the Offering is completed, the Option
Counterparties party thereto or their respective affiliates may
unwind their hedge positions with respect to the ordinary shares of
Fiverr, which could adversely affect the value of the ordinary
shares of Fiverr and, if the Notes have been issued, the value of
the Notes.
Fiverr intends to use a portion of the net proceeds from the
Offering to pay the cost of the capped call transactions. Fiverr
intends to use any remaining net proceeds from the Offering for
working capital or other general corporate purposes. If the initial
purchasers exercise their option to purchase additional Notes,
Fiverr expects to use a portion of the net proceeds from the sale
of the additional Notes to enter into additional capped call
transactions with the Option Counterparties and the remaining net
proceeds for general corporate purposes.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the Notes and the ordinary
shares of Fiverr potentially issuable upon conversion of the Notes,
if any, have not been, and will not be, registered under the
Securities Act, any state securities laws or the securities laws of
any other jurisdiction, and unless so registered, the Notes and
such shares, if any, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes (or any ordinary shares of Fiverr issuable upon
conversion of the Notes) in any state or jurisdiction in which the
offer, solicitation, or sale would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
About Fiverr
Fiverr’s mission is to change how the world works together. For
over 10 years, the Fiverr platform has been at the forefront of the
future of work connecting businesses of all sizes with skilled
freelancers offering digital services in more than 400 categories,
across 8 verticals including graphic design, digital marketing,
programming, video and animation. In the twelve months ended June
30, 2020, 2.8 million customers bought a wide range of services
from freelancers across more than 160 countries.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Such forward-looking statements may include, among other things,
whether Fiverr will be able to consummate the Offering, the terms
of the Offering and the capped call transactions, expectations
regarding actions of the Option Counterparties and their respective
affiliates and the satisfaction of customary closing conditions
with respect to the Offering and the anticipated use of the net
proceeds of the Offering, and may be identified by words like
“anticipate,” “assume,” “believe,” “aim,” “forecast,” “indication,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “outlook,” “future,” “will,”
“seek” and similar terms or phrases. The forward-looking statements
contained in this announcement are based on management’s current
expectations, which are subject to uncertainty, risks and changes
in circumstances that are difficult to predict and many of which
are outside of our control.
Important factors that could cause actual outcomes to differ
materially from those indicated in the forward-looking statements
include, among others, the uncertainty surrounding the duration and
severity of COVID-19 and its effects on our business; the risk that
the Offering will not be consummated; the risk that the capped call
transactions will not become effective; and changes in global,
national, regional or local economic, business, competitive,
market, regulatory and other factors discussed under the heading
“Risk Factors” in the Company’s 2019 annual report on Form 20-F
filed with the Securities and Exchange Commission on March 31,
2020. Any forward-looking statement made by Fiverr in this press
release speaks only as of the date hereof. Factors or events that
could cause Fiverr’s actual results to differ may emerge from time
to time, and it is not possible for Fiverr to predict all of them.
Fiverr undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201007005483/en/
Investor Relations: Jinjin Qian investors@fiverr.com
Press: Siobhan Aalders press@fiverr.com
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