Freshpet closes $402.5M 3.00% convertible notes due 2028; capped call limits dilution to $120.23

Freshpet, Inc.

Issued $402.5M aggregate principal of 3.00% convertible senior notes due April 1, 2028.
Initial conversion price ~$69.68 per share; capped call hedge raises effective premium to 120% ($120.23).
Net proceeds of ~$391.4M; used for capped call costs, fees, and general corporate purposes.
No dilution to existing shareholders until stock exceeds $120.23 per share.
Notes are senior unsecured with no financial covenants; interest payable semi-annually.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Freshpet, Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $402,500,000 (effective 2023-03-20).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association, as trustee
Value: $402,500,000
Effective: 2023-03-20

Exact text from the filing

On March 20, 2023, Freshpet, Inc. (the “ Company ”) issued $402,500,000 principal amount of its 3.00% Convertible Senior Notes due 2028 (the “ Notes ”). The Notes were issued pursuant to, and are governed by, an indenture (the “ Indenture ”), dated as of March 20, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”).

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Freshpet, Inc. filing history →

Source: SEC EDGAR

accession 0000929638-23-000899

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