GoPro to Offer $100.0 Million of Convertible Senior Notes due 2025

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[{"type":"text","content":"SAN MATEO, Calif., Nov. 18, 2020 /PRNewswire/ -- GoPro, Inc. (NASDAQ: GPRO) (\"GoPro\") today announced that it proposes to offer $100.0 million aggregate principal amount of convertible senior notes due 2025 (the \"notes\"), subject to market conditions and other factors. The notes are to be offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the \"Act\"). GoPro also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period from, and including the date on which the notes are first issued, up to an additional $15.0 million aggregate principal amount of notes.\n\n \n \n \n \n \n \n\n \nThe notes will be senior, unsecured obligations of GoPro, and interest will be payable semiannually in arrears. \nThe notes will mature on November 15, 2025, unless earlier converted, redeemed or repurchased in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding August 15, 2025, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of GoPro's Class A common stock (the \"common stock\"), cash or a combination of cash and shares of common stock, at the election of GoPro. \nHolders of the notes will have the right to require GoPro to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). GoPro will also be required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The notes will be redeemable, in whole or in part, for cash at GoPro's option at any time, and from time to time, on or after November 20, 2023, but only if the last reported sale price per share of GoPro's common stock exceeds 130% of the conversion price for a specified period of time.\nThe interest rate, conversion rate, offering ...

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