Tilray Brands, Inc. (TLRY): debt financing — Tilray issues $150M 5.20% convertible notes due 2027; repurchases $135M of existing notes

Tilray Brands, Inc.

Offering of $150M aggregate principal amount; underwriters have 30-day option for additional $22.5M.
Notes bear 5.20% interest, mature June 15, 2027, convertible at ~$2.66 per share (12.5% premium to $2.36 close).
Net proceeds of ~$144.8M; $138.3M used to repurchase $12.5M of 2023 notes and $122.5M of 2024 notes.
Remaining proceeds for general corporate purposes.
Entered share lending agreement for up to 38.5M new shares to facilitate note purchasers' hedges; nominal fee received.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Tilray Brands, Inc. incurred convertible notes of $150,000,000 aggregate principal amount with Jefferies LLC and BofA Securities, Inc. at 5.20% maturing mature on June 15, 2027.

Instrument: convertible notes
Principal: $150,000,000 aggregate principal amount
Counterparty: Jefferies LLC and BofA Securities, Inc.
Rate: 5.20%
Maturity: mature on June 15, 2027
Event: incurrence

Exact text from the filing

Tilray Brands, Inc. (“Tilray”) completed its registered underwritten public offering of $150,000,000 aggregate principal amount of 5.20% Convertible Senior Notes due 2027 (the “notes”)

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

Tilray Brands, Inc. entered into Underwriting Agreement with Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters valued at $150,000,000 aggregate principal amount (effective 2023-05-25).

Action: entry
Agreement: underwriting
Counterparty: Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters
Value: $150,000,000 aggregate principal amount
Effective: 2023-05-25

Exact text from the filing

On May 31, 2023, Tilray Brands, Inc. (“Tilray”) completed its registered underwritten public offering of $150,000,000 aggregate principal amount of 5.20% Convertible Senior Notes due 2027 (the “notes”) pursuant to an underwriting agreement, dated May 25, 2023 (the “Underwriting Agreement”), among Tilray, and Jefferies LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”).

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

Tilray Brands, Inc. entered into Indenture with Computershare Trust Company, N.A. valued at $150,000,000 aggregate principal amount (effective 2023-05-31).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, N.A.
Value: $150,000,000 aggregate principal amount
Effective: 2023-05-31

Exact text from the filing

Tilray and Computershare Trust Company, N.A., as trustee (the “Trustee”) entered into an indenture (the “Base Indenture”) and a first supplemental indenture (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), each dated May 31, 2023, providing for issuance of the notes.

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Tilray Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-027543

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