Item 1.01 Entry Into or Amendment of a Material Definitive Agreement.
Indenture and Notes
On
The Notes are the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's future indebtedness that is expressly subordinated to the Notes in right of payment; (iii) effectively subordinated to the Company's future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all 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 accrue interest at a rate of 0.25% per annum, payable
semi-annually in arrears on
The Company may not redeem the Notes at its option at any time before
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, 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 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.
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The Notes 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
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 or agreements under the Indenture or the Notes
if such default is not cured or waived within 60 days after notice is given in
accordance with the Indenture; (v) certain defaults by the Company or any of its
significant subsidiaries with respect to indebtedness for borrowed money of at
least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the . . .
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
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. The 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. Initially, a maximum of 6,488,587
shares of the Company's common stock may be issued upon conversion of the Notes
and based on the initial maximum conversion rate of 18.8075 shares of common
stock per
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofSeptember 14, 2021 , betweenBigCommerce Holdings, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 104 Cover page interactive data file (embedded within the inline XBRL document).
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