SECURITIES AND EXCHANGE COMMISSION
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|Item 8.01.||Other Events.|
On November 18, 2021, Affirm Holdings, Inc. (the “Company”) issued a press release announcing its intention to offer convertible senior notes due 2026 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also expects to grant the initial purchasers of the Notes an option to purchase additional Notes within a 13-day period beginning on, and including, the initial closing date.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|AFFIRM HOLDINGS, INC.|
|Date: November 18, 2021||By:||/s/ Michael Linford|
|Title:||Chief Financial Officer|
Affirm Holdings, Inc. Announces Proposed Private Offering of $1.25 billion of Convertible Senior Notes
Proceeds to Support General Corporate Purposes including Key Growth Initiatives
SAN FRANCISCO – November 18, 2021 –Affirm Holdings, Inc. (Nasdaq: AFRM) (“Affirm” or the “Company”) today announced its intention to offer, subject to market conditions and other factors, $1.25 billion aggregate principal amount of Convertible Senior Notes due 2026 (the “Notes”) in a private offering (the “Offering”). In connection with the Offering, Affirm expects to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $187.5 million aggregate principal amount of the Notes on the same terms and conditions.
Affirm intends to use the net proceeds from the Offering for general corporate purposes and to fund its plans for future growth, which may include working capital expenses, capital expenditures and associated investments.
The final terms of the Notes, including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing of the Offering. When issued, the Notes will be senior, unsecured obligations of Affirm. The Notes will mature on November 15, 2026, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding August 15, 2026, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after August 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible, at the option of the holders of Notes, at any time regardless of such conditions. Upon conversion, Affirm will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Class A common stock of Affirm or a combination of cash and shares of Class A common stock of Affirm, at Affirm’s election, in respect of the remainder, if any, of Affirm’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. Affirm may not redeem the Notes prior to November 20, 2024. Affirm may redeem for cash all or any portion of the Notes, at its option, on or after November 20, 2024, but only if the last reported sale price per share of Affirm’s Class A common stock exceeds 130% of the conversion price for a specified period of time.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Notes and any shares of Class A common stock of Affirm issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Class A common stock of Affirm issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Cautionary Note About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. All statements other than statements of historical fact contained in this report, including statements regarding the Company’s future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements concerning: the potential offering, including its size, timing and conditionality, the successful completion of this Offering; and the Company’s expected use of proceeds from this Offering.
Forward-looking statements are based on management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described under “Risk Factors” in the offering memorandum for the Offering, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or to changes in our expectations.