Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 16 2020 - 08:35AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Nos. 333-240142
September 15, 2020
A final base shelf prospectus containing important
information relating to the securities described in this document
has been filed with the securities regulatory authorities in each
of the provinces and territories of Canada, except Québec. A copy
of the final base shelf prospectus, any amendment to the final base
shelf prospectus and any applicable shelf prospectus supplement
that has been filed, is required to be delivered with this
document.
This document does
not provide full disclosure of all material facts relating to the
securities offered. Investors should read the final base shelf
prospectus, any amendment and any applicable prospectus supplement
for disclosure of those facts, especially risk factors relating to
the securities offered, before making an investment decision.
Shopify Inc.
has filed a registration statement on Form F-10 with the United
States Securities and Exchange Commission (“SEC”) for the offering
to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other
documents the Company has filed with the SEC for more complete
information about the Company and the offering to which this
communication relates. The offering to which this communication
relates is being made only by means of a prospectus supplement and
accompanying base shelf prospectus. A copy of the prospectus
supplement and accompanying base shelf prospectus related to the
offering may be obtained from Citigroup, Attention: Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717 (Tel: 800-831-9146); or Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, NY
10282 (Tel: 1-866-471-2526). Copies of the prospectus supplement
and accompanying base shelf prospectus may also be obtained from
www.sec.gov and www.sedar.com.

Issuer:
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Shopify Inc. (“Shopify”)
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Symbol/Exchange:
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“SHOP” / NYSE and TSX
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Offering Size:
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1,100,000 Class A subordinate voting shares from
treasury
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Over-Allotment:
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The Underwriters have been granted an over-allotment option by
Shopify exercisable in whole or in part, at the sole discretion of
the Underwriters, within 30 days of the date of the prospectus
supplement, to purchase up to 165,000 additional Class A
subordinate voting shares (representing 15% of the shares offered
under the prospectus supplement)
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Offering Price:
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US$900.00 per Class A
subordinate voting share
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Expected Closing Date:
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September 18, 2020
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Book-running Managers:
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Citigroup Global Markets Canada Inc.
Goldman Sachs & Co. LLC
Credit Suisse Securities (USA) LLC
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Co-Manager:
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RBC Dominion Securities Inc.
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Concurrent Offering of Convertible
Senior Notes:
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Concurrently with this offering, Shopify is conducting an
offering of its convertible senior notes (the “Notes”) due 2025
(the “Concurrent Note Offering”). The Notes will bear interest at a
rate of 0.125% per year and will mature on November 1, 2025. The
Notes will be convertible into Class A subordinate voting shares at
the initial conversion rate of 0.6944 Class A subordinate voting
shares per US$1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $1,440.09 per Class A
subordinate voting share).
The completion of this offering is not conditional upon the
completion of the Concurrent Note Offering and the completion of
the Concurrent Note Offering is not conditional upon the completion
of this offering. The Concurrent Note Offering is expected to
close on or about September 18, 2020, the same date as this
offering.
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Purchasers of securities should be
aware that the acquisition of securities may have tax consequences
both in the United States and in Canada. This document does not
discuss U.S. or Canadian tax consequences and any such tax
consequences may not be described fully in any applicable
prospectus supplement with respect to a particular offering of
securities. Prospective investors should consult their own tax
advisors prior to deciding to purchase any of the securities.
An investment in the securities
described herein involves significant risks that should be
carefully considered by prospective investors before purchasing
securities described herein. The risks outlined in the applicable
prospectus supplement, the short form base shelf prospectus of
Shopify dated August 6, 2020 and in the documents incorporated by
reference therein should be carefully reviewed and considered by
prospective investors in connection with any investment in the
securities described herein.
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