GOPRO, INC. (NASDAQ:GPRO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On April12, 2017, GoPro, Inc. (the Company) completed its
previously announced sale of $175 million aggregate principal
amount of 3.50% Convertible Senior Notes due 2022 (the Notes), in
a private placement in reliance on Section4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act), to the
initial purchasers for initial resale to qualified institutional
buyers to an exemption from registration provided by Rule 144A
promulgated under the Securities Act.
The Notes were issued to an Indenture, dated as of April12, 2017
(the Indenture), between the Company and Wells Fargo Bank,
National Association, as trustee (Wells Fargo). The Notes are
senior, unsecured, obligations of GoPro. The Notes will bear
interest at a rate of 3.50%per year, payable in cash semiannually
in arrears on April15 and October15 of each year, beginning on
October15, 2017. The Notes mature on April15, 2022 unless
repurchased or converted in accordance with their terms prior to
such date.
The Company may not redeem the Notes prior to the maturity date
and no sinking fund is provided for the Notes.
The Indenture includes customary terms and covenants, including
certain events of default after which the Notes may be due and
payable immediately. The following events are considered events
of default, which may result in acceleration of the maturity of
the Notes:
| 1. |
failure by the Company to pay the interest on any Note when the Note becomes due and payable and the failure continues for a period of 30 days; |
| 2. |
failure by the Company to pay the principal of the Notes when due and payable at its stated maturity, upon any required repurchase, upon declaration of acceleration or otherwise; |
| 3. |
failure by the Company to convert the Notes in accordance with the Indenture upon exercise of a holders conversion right for a period of three business days; |
| 4. |
failure by the Company to give a fundamental change repurchase right notice, a notice of specified corporate events or a notice of a make-whole fundamental change at the time and in the manner provided in the Indenture; |
| 5. |
failure by the Company to comply with its obligations under the Indenture with respect to a consolidation, merger or sale of assets of the Company; |
| 6. |
failure by the Company to perform or observe any of the covenants or agreements contained in the Notes or the Indenture and such failure continues for 60 days after notice given in accordance with the Indenture; |
| 7. |
failure to pay at final maturity or upon acceleration any indebtedness for money borrowed by the Company or any of its significant subsidiaries (as defined in the Indenture) in an aggregate outstanding principal amount in excess of $25 million, which indebtedness is not discharged, or which acceleration is not cured or rescinded, within 30 days after written notice as provided in the Indenture; |
| 8. |
failure by the Company or any of its significant subsidiaries to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $25 million, if the judgments are not paid, discharged or stayed within 30 days; or |
| 9. |
certain events of bankruptcy, insolvency or reorganization of the Company or any of its significant subsidiaries occurs. |
The Notes are convertible into cash, shares of the Companys
ClassA common stock, par value $0.001 per share (Common Stock),
or a combination thereof, at the Companys election, at an initial
conversion rate of 94.0071 shares of Common Stock per $1,000
principal amount of the Notes, which is equivalent to an initial
conversion price of approximately $10.64 per share of Common
Stock, subject to adjustment.
Holders of the Notes who convert their Notes in connection with a
make-whole fundamental change (as defined in the Indenture) are,
under certain circumstances, entitled to an increase in the
conversion rate.
Additionally, in the event of a fundamental change (as defined in
the Indenture), holders of the Notes may require the Company to
repurchase all or a portion of their Notes at a price equal to
50% of the principal amount of Notes, plus any accrued and unpaid
interest, including any additional interest, to, but excluding,
the repurchase date.
Holders of the Notes may convert all or a portion of their Notes
at their option prior to 5:00 p.m., New York City time, on the
business day immediately preceding January15, 2022, in multiples
of $1,000 principal amount, only under the following
circumstances:
|
during any calendar quarter commencing after September30, 2017 (and only during such calendar quarter), if the last reported sale price of Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the Notes on each such trading day; |
|
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of Common Stock and the applicable conversion rate of the Notes on such trading day; or |
| upon the occurrence of specified corporate transactions. |
A copy of the Indenture is attached hereto as Exhibit4.1 and is
incorporated herein by reference. The description of the Notes
contained in this Form8-K is qualified in its entirety by
reference to the Indenture.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item1.01 above is incorporated by
reference into this Item2.03.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
|
| 4.1 |
Indenture, dated as of April 12, 2017, between the Company and Wells Fargo Bank, National Association (including the form of 3.50% Convertible Senior Notes due 2022) |
About GOPRO, INC. (NASDAQ:GPRO)
GoPro, Inc. produces mountable and wearable cameras (capture devices) and accessories. The Company’s products are sold globally through retailers, wholesale distributors and on its Website. It enables people to capture compelling, immersive photo and video content of themselves in their day to day life, as well as participating in their favorite activities. Its products include HERO line of capture devices. From extreme to mainstream, professional to consumer, GoPro enables the world to capture and share its passions in the form of immersive and engaging content. It develops product solutions to enable consumers to capture, manage, share and enjoy some of the important moments in their lives. GoPro integrates with mobile devices through the GoPro App, which enables engaging self-capture during virtually any activity. It offers two applications, including GoPro Studio and GoPro App, which facilitate posting of photos and videos directly to social networks and content platforms. GOPRO, INC. (NASDAQ:GPRO) Recent Trading Information
GOPRO, INC. (NASDAQ:GPRO) closed its last trading session down -0.26 at 8.69 with 6,494,826 shares trading hands.
