BROOKLYN, N.Y., June 11,
2025 /PRNewswire/ -- Etsy, Inc. (Nasdaq: ETSY), which
operates two-sided online marketplaces that connect millions of
passionate and creative buyers and sellers around the world, today
announced that it intends to offer, subject to market conditions
and other factors, $650 million
aggregate principal amount of convertible senior notes due 2030
(the "notes") in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). Etsy also intends 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 $50 million aggregate principal amount of
notes.
The notes will be general unsecured obligations of Etsy and will
accrue interest payable semiannually in arrears. The notes will be
convertible into cash, shares of Etsy's common stock or a
combination of cash and shares of Etsy's common stock, at Etsy'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. Etsy expects to use up to $175
million of the net proceeds from the offering to repurchase
shares of Etsy's common stock as described below, and the remainder
of the net proceeds from the offering for general corporate
purposes, which may include the repayment or repurchase, at or
prior to maturity, of our existing debt securities.
Neither the notes nor any shares of Etsy's common stock issuable
upon conversion of the notes have been registered under the
Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
Etsy expects to use up to $175
million of the net proceeds from the offering to repurchase
Etsy's common stock concurrently with the pricing of the offering
in privately negotiated transactions effected with or through one
of the initial purchasers or its affiliates. Etsy expects to
repurchase such shares from purchasers of the notes in the offering
at a purchase price per share equal to the last reported sale price
per share of Etsy's common stock on the date of the pricing of the
offering. In addition, following this offering Etsy may repurchase
additional shares of Etsy's common stock pursuant to its existing
stock repurchase program. These repurchases could increase (or
reduce the size of any decrease in) the market price of Etsy's
common stock or the notes. In the case of repurchases effected
concurrently with this offering, this activity could affect the
market price of Etsy's common stock prior to, concurrently with or
shortly after the pricing of the notes, and could result in a
higher effective conversion price for the notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About Etsy
Etsy, Inc. operates two-sided online marketplaces that connect
millions of passionate and creative buyers and sellers around the
world. These marketplaces share a mission to "Keep Commerce Human,"
and we're committed to using the power of business and technology
to strengthen communities and empower people. Our primary
marketplace, Etsy.com, is the global destination for unique and
creative goods. Buyers come to Etsy to be inspired and delighted by
items that are crafted and curated by creative entrepreneurs. For
sellers, we offer a range of tools and services that address key
business needs.
Etsy, Inc. also owns fashion resale marketplace Depop. Etsy's
marketplaces operate independently, while benefiting from shared
expertise in product, marketing, technology, and customer
support.
Etsy was founded in 2005 and is headquartered in Brooklyn, New York.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. These statements
include, but are not limited to, statements concerning the proposed
terms of the notes and share repurchases, the completion, timing
and size of the proposed offering and share repurchases, the
anticipated use of proceeds from the offering, the timing or amount
of any repurchases of common stock by Etsy and the potential impact
of the foregoing or related transactions on dilution to holders of
Etsy's common stock or the market price of Etsy's common stock or
the notes. Forward-looking statements include all statements that
are not historical facts. In some cases, forward-looking statements
can be identified by terms such as "anticipates," "believes,"
"could," "enables," "estimates," "expects," "intends," "may,"
"plans," "potential," "will," or similar expressions and derivative
forms and/or the negatives of those words. Forward-looking
statements involve substantial risks and uncertainties that may
cause actual results to differ materially from those that Etsy
expects. These risks and uncertainties include market risks, trends
and conditions. These risks and uncertainties are more fully
described in Etsy's filings with the Securities and Exchange
Commission, including in the section titled "Risk Factors" in
Etsy's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2025, and subsequent
reports that Etsy files with the Securities and Exchange
Commission. In light of these risks, you should not place undue
reliance on such forward-looking statements. Forward-looking
statements represent Etsy's beliefs and assumptions only as of the
date of this press release. Etsy disclaims any obligation to update
forward-looking statements.
Investor Relations Contact:
Deb Wasser, Vice President, Investor
Relations
ir@etsy.com
or
Sarah Marx, Senior Director,
Investor Relations
ir@etsy.com
Media Relations Contact:
Lauren Bayse, Senior Director,
Corporate Communications
press@etsy.com
View original
content:https://www.prnewswire.com/news-releases/etsy-announces-proposed-private-offering-of-650-million-of-convertible-senior-notes-302478914.html
SOURCE Etsy, Inc.