SAN FRANCISCO, June 15, 2020 (GLOBE NEWSWIRE) — The RealReal, Inc. (Nasdaq: REAL)––the world’s largest on-line market for authenticated, consigned luxurious items––immediately introduced the closing of its beforehand introduced providing of $150.Zero million in combination principal quantity of its 3.00% Convertible Senior Notes due 2025 (the “notes”) in a non-public providing to certified institutional consumers pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”).
The notes are convertible into money, shares of the Firm’s frequent inventory or a mixture of money and shares of the Firm’s frequent inventory, on the Firm’s election, at an preliminary conversion fee of 56.2635 shares of the Firm’s frequent inventory per $1,00Zero principal quantity of the notes, which is equal to an preliminary conversion value of roughly $17.77 per share of the Firm’s frequent inventory. The preliminary conversion value of the notes represents a premium of roughly 27.5% over the $13.94 closing value of the Firm’s frequent inventory on June 10, 2020.
In reference to the pricing of the notes, the Firm has entered into privately negotiated capped name transactions, with sure of the preliminary purchasers or their associates (the “hedge counterparties”). The capped name transactions cowl, topic to anti-dilution changes, the variety of shares of frequent inventory underlying the notes bought within the providing. The capped name transactions are typically anticipated to cut back potential dilution to the Firm’s frequent inventory upon any conversion of the notes and/or offset any money funds the Firm is required to make in extra of the principal quantity of transformed notes, because the case could also be, with such discount and/or offset topic to a cap. The cap value of the capped name transactions is initially $27.88 per share, which represents a premium of 100.0% over the closing value of the Firm’s frequent inventory of $13.94 per share on June 10, 2020, and is topic to sure changes beneath the phrases of the capped name transactions.
The Firm estimates that the web proceeds from the providing can be $144.1 million (or $165.eight million if the preliminary purchasers train their choice to buy further notes in full), after deducting the preliminary purchasers’ reductions and commissions and estimated providing bills. The Firm intends to make use of the web proceeds from the providing of the notes to fund the web value of getting into into the capped name transactions described above. The Firm intends to make use of the rest of the web proceeds for common company functions. If the preliminary purchasers train their choice to buy further notes, the Firm intends to make use of a portion of the extra internet proceeds to fund the price of getting into into further capped name transactions, and the rest of such internet proceeds for common company measures.
The notes are senior unsecured obligations of the Firm and accrue curiosity at a fee of three.00% every year, payable semi-annually in arrears on June 15 and December 15 of every yr, starting on December 15, 2020. The notes will mature on June 15, 2025, except earlier transformed, redeemed, or repurchased. The notes usually are not redeemable previous to June 20, 2023. The Firm could redeem all or any portion of the notes, on the Firm’s possibility, on or after June 20, 2023 if the final reported sale value of the Firm’s frequent inventory exceeds 130% of the conversion value on the in impact for at the very least 20 buying and selling days (whether or not or not consecutive), together with the buying and selling day instantly previous the date on which the Firm offers discover of redemption, throughout any 30 consecutive buying and selling day interval ending on, and together with, the buying and selling day instantly earlier than the date the Firm sends the associated redemption discover.
Previous to March 15, 2025, the notes can be convertible on the possibility of the holders solely upon the satisfaction of sure circumstances and through sure intervals. On and after March 15, 2025, till the shut of enterprise on the scheduled buying and selling day instantly previous the maturity date, the notes can be convertible on the possibility of the holders at any time no matter these circumstances. If the Firm undergoes a basic change (as outlined within the indenture governing the notes), holders could require the Firm to repurchase for money all or any portion of their notes at a repurchase value equal to 100% of the principal quantity of the notes to be repurchased, plus accrued and unpaid curiosity to, however excluding, the basic change repurchase date. As well as, following sure company occasions that happen previous to the maturity date or if the Firm delivers a discover of redemption, the Firm will improve, in sure circumstances, the conversion fee for a holder who elects to transform its notes in reference to such a company occasion or discover of redemption, because the case could also be.
The notes and any shares of frequent inventory issuable upon conversion of the notes had been provided to certified institutional consumers pursuant to Rule 144A beneath the Securities Act. The provide and sale of the notes and any shares of frequent inventory probably issuable upon conversion of the notes was not registered beneath the Securities Act or the securities legal guidelines of some other jurisdiction. Neither the notes nor the shares of frequent inventory probably issuable upon conversion of the notes could also be provided or bought in the USA absent registration or an relevant exemption from the registration necessities of the Securities Act.
This press launch doesn’t represent a proposal to promote, neither is it a solicitation of a proposal to purchase, these securities, nor shall there be any sale of those securities in any state or jurisdiction by which such a proposal, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any state or any jurisdiction.
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Ahead Trying Statements
This information launch accommodates forward-looking statements throughout the that means of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Alternate Act of 1934, as amended. Statements regarding unaudited monetary outcomes, trade or market outlook, buyer demand, revenues, product volumes, or different anticipated future monetary outcomes or efficiency; and any statements utilizing the phrases “imagine,” “anticipate,” “intend,” “outlook,” “future,” “anticipate,” “will,” “might,” “estimate,” “steerage,” or comparable statements are forward-looking statements that contain dangers and uncertainties that might trigger the corporate’s precise outcomes to vary materially from these anticipated. Whereas forward-looking statements are based mostly on assumptions and analyses made by us that we imagine to be cheap beneath the circumstances whether or not precise outcomes and developments will meet our expectations and predictions rely upon numerous dangers and uncertainties which might trigger our precise outcomes, efficiency, and monetary situation to vary materially from our expectations.