Filed Pursuant to Rule 433

Registration Nos. 333-240142

September 15, 2020

 

PRICING TERM SHEET
Dated 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, as well as with the U.S. Securities and Exchange Commission on a registration statement on Form F-10. 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 shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

Shopify Inc.
$800,000,000
0.125% Convertible Senior Notes due 2025

 

The exact share prices and effective dates or redemption notice dates may not be set forth in the table above, in which case:

 

•

If the share price is between two share prices in the table or the effective date or redemption notice date, as the case may be, is between two effective dates or redemption notice dates, as applicable, in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower share prices and the earlier and later effective dates or redemption notice dates, as applicable, based on a 365-day year.

•	If the share price is greater than $4,000.00 per share (subject to adjustment in the same manner as the share prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

•	If the share price is less than $900.00 per share (subject to adjustment in the same manner as the share prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of Notes exceed 1.1111 Class A Shares, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rate Adjustments” in the preliminary prospectus supplement.

 

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The Issuer has filed a registration statement on Form F-10 (including a prospectus) 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 for free from www.sec.gov and www.sedar.com.

 

The Notes described herein will not be listed on any securities exchange. There is currently no market through which such securities may be sold and purchasers may not be able to resell any such securities purchased under the applicable prospectus supplement relating to such securities (the “Prospectus Supplement”). This may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. See the ‘‘Risk Factors’’ section of the applicable Prospectus Supplement.

 

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 the Issuer 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.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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