Freshpet, Inc. Announces Proposed Convertible Senior Notes Offering

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[{"type":"text","content":"SECAUCUS, N.J., March 14, 2023 (GLOBE NEWSWIRE) -- Freshpet, Inc. (Nasdaq: FRPT) (“Freshpet” or the “Company”) today announced its intention to offer, subject to market and other conditions, $350,000,000 aggregate principal amount of convertible senior notes due 2028 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Freshpet also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $52,500,000 principal amount of notes. The notes will be senior, unsecured obligations of Freshpet, will accrue interest payable semi-annually in arrears and will mature on April 1, 2028, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Freshpet will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Freshpet’s election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Freshpet’s option at any time, and from time to time, on or after April 3, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Freshpet’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 interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Freshpet 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 interest, if any, to, but excluding, the applicable repurchase date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering. Freshpet intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transac...

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