GOPRO, INC. (NASDAQ:GPRO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement |
The information set forth in Item 8.01 below under the heading
Prepaid Forward Stock Purchase Transaction is incorporated by
reference into this Item 1.01.
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 Item8.01 below is incorporated by
reference into this Item2.03.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item8.01 below is incorporated by
reference into this Item3.02.
| Item8.01 | Other Events |
On April6, 2017, GoPro, Inc. (the Company) announced the pricing
of $175.0 million aggregate principal amount of 3.50% Convertible
Senior Notes due 2022 (the Notes).The size of the offering was
increased from the previously announced $150 million in aggregate
principal amount. The Notes will be sold to qualified
institutional buyers to Rule144A under the Securities Act of
1933, as amended (the Securities Act).
A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Purchase Agreement
On April6, 2017, the Company entered into a purchase agreement
(the Purchase Agreement) with J.P. Morgan Securities LLC, as
representative of the several initial purchasers named therein
(collectively, the Initial Purchasers), relating to the Companys
sale of the Notes to the Initial Purchasers in a private
placement in reliance on Section 4(a)(2) of the Securities Act
and for initial resale by the Initial Purchasers to qualified
institutional buyers to the exemption from registration provided
by Rule 144A under the Securities Act. The Company relied on
these exemptions from registration based in part on
representations made by the Initial Purchasers. The Purchase
Agreement includes customary closing conditions and customary
representations, warranties and covenants by the Company. Under
the terms of the Purchase Agreement, the Company has agreed to
indemnify the Initial Purchasers against certain liabilities
under the Securities Act. The Notes and the shares of the
Companys Class A common stock (the Class A common stock) issuable
upon conversion of the Notes, if any, have not been registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.
Prepaid Forward Stock Purchase Transaction
In connection with the pricing of the Notes, on April6, 2017 the
Company entered into a prepaid forward stock purchase transaction
(the Prepaid Forward) with JPMorgan Chase Bank, N.A., an
affiliate of one of the Initial Purchasers of the Notes (the
Forward Counterparty). The Prepaid Forward is intended to
facilitate privately negotiated derivative transactions by which
investors in the Notes will be able to hedge their investment.
The Company intends to use approximately $78.0million of the net
proceeds from the offering of the Notes to pay the prepayment
amount of the Prepaid Forward, and the initial aggregate number
of the Companys ClassA common stock underlying the Prepaid
Forward is approximately 9.2million shares (based on the closing
sale price of the Companys ClassA common stock on The NASDAQ
Global Select Market on April6, 2017). The expiration date for
the Prepaid Forward will be approximately five years after the
pricing of the Notes, although it may be settled earlier in whole
or in part. Upon settlement of the Prepaid Forward, at expiration
or upon any early settlement, the Forward Counterparty will
deliver to the Company the number of shares of ClassA common
stock underlying the Prepaid Forward or the portion thereof being
settled early. In the event that the Company pays any cash
dividends on its ClassA common stock, the Forward Counterparty
will pay an equivalent amount to the Company. Subject to the
closing of the offering of the Notes, the Prepaid Forward will
become effective on April12, 2017.
The shares of Class A common stock to be purchased under the
Prepaid Forward will be treated as treasury stock (and not
outstanding for purposes of the calculation of basic and diluted
earnings per share), but will remain outstanding for corporate
law purposes, including for purposes of any future stockholders
votes, until the Forward Counterparty delivers the shares
underlying the Prepaid Forward to the Company.
In connection with establishing its initial hedge of the Prepaid
Forward, the Forward Counterparty (or its affiliate) expects to
enter into one or more derivative transactions with respect to
the ClassA common stock with purchasers of the Notes concurrent
with or after the pricing of the Notes. The Prepaid Forward is
intended to reduce the dilution to Company stockholders from the
issuance of Class A common stock (if any) upon conversion of the
Notes and to allow certain investors to establish short positions
that generally correspond to commercially reasonable initial
hedges of their investment in the Notes. The notional size of the
Prepaid Forward will correspond to the notional size of the
aggregate initial hedge position of such investors. It is
possible, however, that investors may seek to execute larger
initial hedge positions, in which case such investors may offset
such larger initial hedge positions by purchasing shares of the
ClassA common stock on the pricing date. Facilitating investors
hedge positions by entering into the Prepaid Forward,
particularly if investors purchase shares of the ClassA common
stock on the pricing date, could increase (or reduce the size of
any decrease in) the market price of the ClassA common stock or
the Notes, and effectively raise the initial conversion price of
the Notes.
In addition, the Forward Counterparty (or its affiliate) may
modify its hedge position by entering into or unwinding one or
more derivative transactions with respect to the ClassA common
stock and/or purchasing or selling shares of the ClassA common
stock or other securities of the Company in secondary market
transactions at any time, including following the pricing of the
Notes or immediately prior to or shortly after April15, 2022 (and
are likely to unwind their derivative transactions and/or
purchase or sell shares of the ClassA common stock in connection
with any conversion or repurchase of the Notes, in connection
with the purchase or sale of Notes by certain investors and/or in
the event that sufficient borrow of the ClassA common stock
becomes available). These activities could also cause or avoid an
increase or a decrease in the market price of the ClassA common
stock or the Notes.
The description of the Prepaid Forward contained herein is
qualified in its entirety by reference to the Prepaid Forward
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
| 10.1 |
Forward Stock Purchase Transaction, dated April6, 2017, between the Company and JPMorgan Chase Bank, National Association |
|
| 99.1 |
Press release dated April6, 2017, announcing the Companys pricing of $175 million aggregate principal amount 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 up +0.04 at 8.55 with 2,841,702 shares trading hands.