Upstart Holdings, Inc. (NASDAQ: UPST) has announced its plan to offer $425,000,000 aggregate principal amount of Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers. The company also expects to grant the initial purchasers of the notes an option to purchase up to an additional $75,000,000 aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Upstart and will bear interest payable semi-annually in arrears. They will mature on November 15, 2030, unless earlier converted, repurchased, or redeemed. The notes will be convertible into cash, shares of Upstart’s common stock, or a combination thereof, at Upstart’s election. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
The net proceeds from the offering are intended to be used for general corporate purposes, which may include the repayment or the retirement of existing debt. The notes will only be offered to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Upstart’s common stock potentially issuable upon conversion of the notes have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction.
The announcement states that the offering is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Today the company's shares have moved 1.4% to a price of $68.36. For the full picture, make sure to review Upstart's 8-K report.
