Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On
The net proceeds from the offering of the Notes were approximately
The Company issued the Notes pursuant to an indenture, dated as of
Prior to the close of business on the business day immediately preceding
The conversion rate for the Notes will initially be 4.1940 shares of the
Company's common stock per
If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes, at a repurchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the Indenture). In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any Notes converted in connection with such fundamental changes by a specified number of shares of its common stock.
The Indenture provides for customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; breach of covenants or other agreements in the Indenture; defaults with respect to certain other indebtedness; failure to pay certain final judgments; and certain events of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture, either the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on such notes to be immediately due and payable.
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The Notes will be the Company's senior unsecured obligations and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company's unsecured indebtedness that is not so subordinated; be effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries.
The description of the Indenture and the Notes above is qualified in its entirety by reference to the text of the Indenture and the Form of Note, copies of which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
Capped Call Confirmations
In connection with the pricing of the Notes on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Indenture and the Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information regarding the Indenture and the Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes were sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act.
The Notes and the underlying shares of the Company's common stock issuable upon
conversion of the Notes, if any, have not been and will not be registered under
the Securities Act, and may not be offered or sold in
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Item 8.01 Other Events.
On
On
This Current Report on Form 8-K does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes or shares of the Company's common stock, nor shall there be any offer, solicitation or sale of Notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofAugust 13, 2021 , by and betweenAvalara, Inc. andThe Bank of New York Mellon Trust Company, N.A. , as indenture trustee. 4.2 Form of 0.25% Convertible Senior Note due 2026 (included in Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 99.1 Press release datedAugust 9, 2021 . 99.2 Press release datedAugust 11, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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