GOPRO, INC. (NASDAQ:GPRO) Files An 8-K Other Events
Item8.01
| Other Events |
On April5, 2017, GoPro, Inc. (the Company) issued a press release
announcing that it proposes to offer, subject to market
conditions and other factors, $150 million aggregate principal
amount of convertible senior notes due in 2022 (the Notes). A
copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
In connection with the issuance of the Notes, the Company expects
to enter into a prepaid forward stock purchase transaction (the
Prepaid Forward) with 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 a portion of
the net proceeds from offering of the Notes to pay the aggregate
prepayment of the Prepaid Forward, and the initial aggregate
number of the Companys common stock underlying the Prepaid
Forward is expected to be equal to the amount of the aggregate
prepayment divided by the closing sale price of the Companys
ClassA common stock (the Class A common stock) on The NASDAQ
Global Select Market on the pricing date of the Notes. 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 us 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 the pricing date of the Notes.
The shares to be purchased under the Prepaid Forward will be
treated as treasury stock (and not outstanding for purposes of
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 us.
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 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 the ClassA common stock on the pricing date.
Facilitating investors hedge positions by entering into the
Prepaid Forward, particularly if investors purchase 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 the ClassA common stock or
other securities of the Company in secondary market transactions
at any time, including following the pricing of the Notes and
immediately prior to or shortly after April15, 2022 (and are
likely to unwind their derivative transactions and/or purchase or
sell 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 Companys 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.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
| 99.1 |
Press release dated April5, 2017, announcing the Companys proposed offering of convertible senior notes. |
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 00.00 at 8.43 with 1,954,923 shares trading hands.