ITEM 1.01. Entry into a Material Definitive Agreement.
Indenture and Notes
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's senior, unsecured indebtedness; (ii) senior in right of payment to the Company's indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will not bear regular interest, and the principal amount of the Notes
will not accrete. However, special interest and additional interest may accrue
on the Notes at a rate per annum not exceeding 0.50% (subject to certain
exceptions) upon the occurrence of certain events relating to the failure to
file certain
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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
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provisions relating to the occurrence of "Events of Default" (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest and additional interest on the Notes, will be subject to a 30-day cure period); (ii) the Company's failure to send certain notices under the Indenture within specified periods of time; (iii) the Company's failure to comply with certain covenants in the Indenture relating to the Company's ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations . . .
ITEM 1.02. Termination of a Material Definitive Agreement.
On
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connection with such termination: (i) all borrowings outstanding under the Credit Agreement were repaid in full by the Company; and (ii) all liens and security interests under the Credit Agreement in favor of the lenders thereunder were released.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
ITEM 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of
the Securities Act of 1933, as amended (the "Securities Act"), in transactions
not involving any public offering. The Notes were resold by the initial
purchasers to persons whom the initial purchasers reasonably believe are
"qualified institutional buyers," as defined in, and in accordance with, Rule
144A under the Securities Act. Any shares of the Company's common stock that may
be issued upon conversion of the Notes will be issued in reliance upon
Section 3(a)(9) of the Securities Act as involving an exchange by the Company
exclusively with its security holders. Assuming the initial purchasers fully
exercise their option to purchase additional Notes, initially, a maximum of
8,234,230 shares of the Company's common stock may be issued upon conversion of
the Notes, based on the initial maximum conversion rate of 7.1602 shares of
common stock per
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 4.1 Indenture, dated as ofMarch 5, 2021 , betweenBeyond Meat, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing 0% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.1). 10.1 Form of Confirmation of Base Call Option Transaction, datedMarch 2, 2021 . 104 Cover page interactive data file (embedded within the inline XBRL document).
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