Item 1.01. Entry into a Material Definitive Agreement.
The disclosure in Item 8.01 of this Current Report on Form 8-K is incorporated
herein as reference.
Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure in Item 8.01 of this Current Report on Form 8-Kis incorporated
herein as reference.
Item 3.02. Unregistered Sale of Equity Securities.
The disclosure in Item 8.01 of this Current Report on Form 8-K is incorporated
herein as reference.
Item 8.01. Other Events.
On June 18, 2020, The RealReal, Inc. (the "Company") was notified by the initial
purchasers of the 3.00% Convertible Senior Notes due 2025 (the "Notes") under
the previously announced private offering, which closed on June 15, 2020, of the
exercise in full of their option to purchase an additional $22.5 million in
aggregate principal amount of the Notes (the "Option Notes"). On June 22, 2020,
the Company closed on the issuance of the Option Notes to the initial
purchasers. With the sale of the Option Notes, the Company expects the net
proceeds from the entire offering to be $165.8 million after deducting the
initial purchasers' discounts and commissions and the estimated offering
expenses payable by the Company. The Company used approximately $2.9 million of
the net proceeds from the offering to pay the cost of Additional Capped Call
Transactions described below.
The Option Notes will have the same terms as the Notes issued on June 15, 2020
and will be issued under the same Indenture as the Notes dated as of June 15,
2020 between the Company and U.S. Bank National Association, as trustee, which
terms are described in the Company's current report on Form 8-K filed on
June 16, 2020.
On June 18, 2020, in connection with the sale of the Option Notes, the Company
entered into privately negotiated capped call transactions (collectively, the
"Additional Capped Call Transactions") with each of Morgan Stanley & Co. LLC,
UBS Securities LLC and Credit Suisse Capital LLC, which included affiliates of
certain of the initial purchasers of the Notes and other financial institutions
(the "Capped Call Counterparties"). The Additional Capped Call Transactions
cover, subject to anti-dilution adjustments, the same number of shares of the
Company's common stock underlying the Option Notes. The Additional Capped Call
Transactions are generally expected to reduce potential dilution to the
Company's common stock upon any conversion of the Option Notes and/or offset any
cash payments the Company is required to make in excess of the principal amount
of converted Option Notes, as the case may be, with such reduction and/or offset
subject to a cap. The cap price of the capped call transactions is initially
$27.88 per share, which represents a premium of 100.0% over the closing price of
the Company's common stock of $13.94 per share on June 10, 2020, and is subject
to certain adjustments under the terms of the capped call transactions.
The Company's press release announcing the initial purchasers' exercise of the
option to purchase the Option Notes and the Additional Capped Call Transactions,
is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Additional capped Call Confirmation, dated June 18, 2020
between The RealReal, Inc. and each of the Capped Call Counterparties.
99.1 The RealReal Announces Full Exercise of Option by Initial Purchasers
to Purchase Additional 3.00% Convertible Senior Notes Due 2025.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
THE REALREAL, INC. 
