Shopify Completes Offering of Class A Subordinate Voting Shares
February 23 2018 - 9:15AM
Business Wire
Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced
that it has completed its previously announced offering of
Class A subordinate voting shares (the “Offering“) at a price
to the public of US$137.00 per share. An aggregate of 4,800,000
Class A subordinate voting shares were sold by Shopify for
aggregate gross proceeds, before underwriting discounts and
offering costs, of US$657,600,000.
Shopify expects to use its net proceeds from the Offering to
strengthen its balance sheet, providing flexibility to fund its
growth strategies. Pending their use, Shopify intends to invest the
net proceeds from the Offering in short-term, investment-grade,
interest-bearing instruments or hold them as cash.
Credit Suisse and Morgan Stanley acted as joint bookrunners and
National Bank Financial Inc. acted as Co-Lead in the Offering.
The Class A subordinate voting shares were offered in each of
the provinces and territories of Canada, other than Quebec, by way
of a prospectus supplement dated February 21, 2018 to Shopify’s
amended and restated short form base shelf prospectus dated May 17,
2017. The Class A subordinate voting shares were also offered in
the United States pursuant to a prospectus supplement to Shopify’s
registration statement on Form F-10 (the “Registration Statement”)
filed with the U.S. Securities and Exchange Commission (the “SEC“)
under the U.S./Canada Multijurisdictional Disclosure System. The
prospectus supplements and the Registration Statement contain
important detailed information about the Offering. Copies of the
Canadian prospectus supplements can be found on SEDAR at
www.sedar.com, and copies of the U.S. prospectus supplements and
the Registration Statement can be found on EDGAR at www.sec.gov.
Copies of such offering documents may also be obtained from Credit
Suisse Securities (USA) LLC, Attention: Prospectus Department, One
Madison Avenue, New York, NY 10010; or Morgan Stanley & Co.
LLC, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014.
No securities regulatory authority has either approved or
disapproved the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in
any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction.
About Shopify
Shopify is the leading cloud-based, multi-channel commerce
platform designed for small and medium-sized businesses. Merchants
can use the software to design, set up, and manage their stores
across multiple sales channels, including web, mobile, social
media, marketplaces, brick-and-mortar locations, and pop-up shops.
The platform also provides merchants with a powerful back-office
and a single view of their business. The Shopify platform was
engineered for reliability and scale, making enterprise-level
technology available to businesses of all sizes. Shopify currently
powers over 600,000 businesses in approximately 175 countries and
is trusted by brands such as Nestle, Red Bull, Rebecca Minkoff, and
Kylie Cosmetics.
Forward-looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws (“forward-looking statements“), including
statements with regard to Shopify’s proposed use of proceeds from
the Offering. Words such as “expects”, “anticipates” and “intends”
or similar expressions are intended to identify forward-looking
statements. These forward-looking statements are subject to the
inherent uncertainties in predicting future results and conditions
and no assurance can be given that the proceeds of the offering
will be used on the terms described. Allocation of the proceeds of
the offering is subject to numerous factors, many of which are
beyond Shopify’s control, including, without limitation, market
conditions and the risk factors and other matters set forth in
Shopify’s filings with the SEC and the securities commissions or
similar securities regulatory authorities in each of the provinces
and territories of Canada. Shopify undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required by law.
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ShopifyINVESTORS:Katie Keita, 613-241-2828Director, Investor
RelationsIR@shopify.comorMEDIA:Sheryl So, 416-238-6705 (ext.
302)Public Relations Managerpress@shopify.com
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