CPE News (9/15/2020) – Shopify Inc. (NYSE/TSX: SHOP) has filed preliminary prospectus supplements to its short form base shelf prospectus in connection with concurrent underwritten public offerings of, respectively, Shopify’s Class A subordinate voting shares and convertible senior notes due 2025.

The equity offering and the note offering are subject to market and other conditions, and are not conditional upon one another.

A total of 1,100,000 Class A subordinate voting shares will be offered by Shopify for sale under the equity offering, which will be led by Citigroup, Goldman Sachs & Co. LLC and Credit Suisse. Shopify will grant an over-allotment option to purchase up to an additional 15% of the Class A subordinate voting shares.

An aggregate principal amount of US $800,000,000 notes will be offered under the note offering, which will be led by Goldman Sachs & Co. LLC, Citigroup and Credit Suisse. Shopify will grant an over-allotment option to purchase up to US $120,000,000 aggregate principal amount of additional notes.

Stikeman Elliott LLP and Skadden, Arps, Slate, Meagher & Flom LLP act as Shopify Canadian and US counsels in connection with offerings while Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as Canadian and US legal counsels to the underwriters.

Shopify Class A Subordinate Voting Shares closed on the NYSE at US $931.83 on September 14, 2020, valuing the total offering, including full exercises of over-allotment options, up to US $2.1 billion.

photo credit: Shopify

News Release

Shopify Launches Offerings of Class A Subordinate Voting Shares and Convertible Senior Notes

September 15, 2020 07:20 AM Eastern Daylight Time

OTTAWA, Ontario–(BUSINESS WIRE)–Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced that it has filed preliminary prospectus supplements (the “Preliminary Supplements”) to its short form base shelf prospectus dated August 6, 2020 (the “Base Shelf Prospectus”). The Preliminary Supplements were filed in connection with concurrent underwritten public offerings of, respectively, Shopify’s Class A subordinate voting shares (the “Equity Offering”) and convertible senior notes due 2025 (the “Notes”) (the “Note Offering” and together with the Equity Offering, the “Offerings”). The Equity Offering and the Note Offering are subject to market and other conditions, and are not conditional upon one another.

The Preliminary Supplements have been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec. The Preliminary Supplements have also been filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of Shopify’s registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System.

A total of 1,100,000 Class A subordinate voting shares will be offered by Shopify for sale under the Equity Offering, which will be led by Citigroup, Goldman Sachs & Co. LLC and Credit Suisse (the “Equity Underwriters”). Shopify will grant the Equity Underwriters an over-allotment option to purchase up to an additional 15% of the Class A subordinate voting shares to be sold pursuant to the Equity Offering (the “Equity Over-Allotment Option”). The Equity Over-Allotment Option will be exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Equity Offering.

An aggregate principal amount of US$800,000,000 Notes will be offered under the Note Offering, which will be led by Goldman Sachs & Co. LLC, Citigroup and Credit Suisse (the “Note Underwriters”). Shopify will grant the Note Underwriters an over-allotment option to purchase up to US$120,000,000 aggregate principal amount of additional Notes to be sold pursuant to the Note Offering (the “Note Over-Allotment Option”). The Note Over-Allotment Option will be exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Note Offering.

The Notes will be senior, unsecured obligations of Shopify, and will be convertible into Class A subordinate voting shares during certain periods and upon satisfaction of certain conditions. The Notes will mature on November 1, 2025 unless converted, purchased or redeemed prior to such date. The interest rate, the initial conversion rate and other terms of the Notes have not been finalized and will be determined at the time of pricing of the Note Offering.

Shopify expects to use the net proceeds from the Offerings to strengthen its balance sheet, providing flexibility to fund its growth strategies.

Closing of the Offerings will be subject to a number of closing conditions, including the listing of the Class A subordinate voting shares to be issued under the Equity Offering and the Class A subordinate voting shares underlying the Notes on the NYSE and the TSX. The Offerings are expected to close on or about September 18, 2020.

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. The Preliminary Supplements, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Equity Offering and Note Offering. A copy of the Preliminary Supplements and Base Shelf Prospectus can be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov. Copies of these documents may also be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-800-831-9146; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316 or email: prospectus-ny@ny.email.gs.com. Prospective investors should read the Preliminary Supplements, the Base Shelf Prospectus and the Registration Statement before making an investment decision.

About Shopify

Shopify is a leading global commerce company, providing trusted tools to start, grow, market, and manage a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for reliability, while delivering a better shopping experience for consumers everywhere. Headquartered in Ottawa, Canada, Shopify powers over one million businesses in more than 175 countries and is trusted by brands such as Allbirds, Gymshark, Heinz, Staples and many more.

Contacts

INVESTORS:
Katie Keita
Senior Director, Investor Relations
613-241-2828 x 1024
IR@shopify.com

MEDIA:
Rebecca Feigelsohn
Communications Manager
416-238-6705 x 302
press@shopify.com