Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On
The Notes accrue interest at a rate of 3.00% per annum, payable semi-annually in
arrears on
The Notes will be redeemable, in whole or in part, at the Company's option at
any time, and from time to time, on or after
Prior to
The Notes are unsecured and unsubordinated obligations of the Company and will rank senior in right of payment to any of future indebtedness of the Company that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any existing and future unsecured indebtedness of the Company that is not so subordinated; be effectively subordinated in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and other liabilities and obligations incurred by future subsidiaries of the Company.
The following events are considered "events of default," which may result in the acceleration of the maturity of the Notes:
(1) the Company defaults in the payment of interest on any Note when the same becomes due and payable and such default continues for a period of 30 consecutive days;
2
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(2) the Company defaults in the payment of principal of any Note when the same becomes due and payable at the maturity date, upon declaration of acceleration, upon optional redemption or any required repurchase or otherwise;
(3) failure by the Company to deliver the consideration due upon the conversion of any Notes and such failure continues for three business days;
(4) failure by the Company to give a fundamental change notice or a notice of a specified corporate transaction at the time, in the manner, and with the contents under the Indenture in each case when due;
(5) failure by the Company to comply with its obligations under the Indenture with respect to consolidation, merger and sale of assets of the Company;
(6) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture with respect to the Notes and such default or breach continues for a period of 60 consecutive days after written . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 7.01. Regulation FD Disclosure
On
As discussed in the attached press release, in connection with the offering of the notes, the Company entered into capped call transactions with several financial institutions (the "hedge counterparties").
The information furnished with this report under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture datedJune 15, 2020 , betweenThe RealReal, Inc. andU.S. Bank National Association as Trustee, including form of 3.00% Convertible Senior Note due 2025. 10.1 Form of Base Capped Call Confirmation, datedJune 10, 2020 betweenThe RealReal, Inc. and each of the Counterparties. 99.1 The RealReal Announces Closing of Offering of$150.0 Million of 3.00% Convertible Senior Notes Due 2025 4
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