BROOKLYN, N.Y., June 12,
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 the pricing of $650 million
aggregate principal amount of 1.00% 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 granted 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 sale of the notes is expected to close on
June 16, 2025, subject to customary
closing conditions.
The notes will be general unsecured obligations of Etsy and will
accrue interest payable semiannually in arrears on June 15 and December
15 of each year, beginning on December 15, 2025, at a rate of 1.00% per year.
The notes will mature on June 15,
2030, unless earlier converted, redeemed or repurchased. The
initial conversion rate will be 11.6570 shares of Etsy's common
stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately
$85.79 per share). The initial
conversion price of the notes represents a premium of approximately
42.5% over the last reported sale price of Etsy's common stock on
June 11, 2025. 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.
Etsy may redeem for cash all or (subject to certain limitations)
any portion of the notes, at its option, on or after June 20, 2028 if the last reported sale price of
Etsy's common stock has been at least 130% of the conversion price
of the notes then in effect for at least 20 trading days (whether
or not consecutive), including the trading day immediately
preceding the date on which Etsy provides notice of redemption,
during any 30 consecutive trading day period ending on, and
including, the trading day immediately preceding the date on which
Etsy provides notice of redemption at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the
redemption date.
If Etsy undergoes a "Fundamental Change" (as defined in the
indenture governing the notes), subject to certain conditions and
limited exceptions, holders of the notes may require Etsy to
repurchase for cash all or any portion of their notes at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid interest to, but
excluding, the fundamental change repurchase date. In addition,
following certain corporate events that occur prior to the maturity
date of the notes or if Etsy delivers a notice of redemption in
respect of the notes, Etsy will, in certain circumstances, increase
the conversion rate of the notes for a holder who elects to convert
its notes in connection with such a corporate event or convert its
notes called (or deemed called) for redemption in connection with
such notice of redemption, as the case may be.
Etsy estimates that the net proceeds from the offering will be
approximately $639.3 million (or
approximately $688.5 million if the
initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers' discount
and estimated offering expenses payable by Etsy. Etsy expects to
use approximately $150.0 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.
Concurrently with the pricing of the offering, Etsy entered into
privately negotiated transactions effected with or through one of
the initial purchasers or its affiliates to use approximately
$150.0 million of the net proceeds
from the offering to repurchase shares of Etsy's common stock at a
repurchase price per share equal to $60.20 (the last reported sale price per share of
Etsy's common stock on June 11,
2025). In addition, following the 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 the offering, this activity could have affected
the market price of Etsy's common stock prior to, concurrently with
or shortly after the pricing of the notes, and could have resulted
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 expected
closing of the offering and the 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
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SOURCE Etsy, Inc.