Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2020, Blue Apron Holdings, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co.
LLC as representative of the underwriters (the "Underwriters"), relating to an
underwritten public offering (the "Offering") of 4,000,000 shares (the "Shares")
of the Company's Class A common stock, par value $0.0001 per share (the "Class A
Common Stock"), being offered by the Company. The price to the public in the
Offering is $9.25 per share, and the Underwriters have agreed to purchase the
Shares from the Company pursuant to the Underwriting Agreement at a price of
$8.53 per share. Under the terms of the Underwriting Agreement, the Company
granted the Underwriters an option, exercisable for 30 days, to purchase up to
an additional 600,000 shares of Class A Common Stock (the "Additional Shares")
from the Company at the same price per share as the Shares.
The Company estimates that the net proceeds from the Offering will be
approximately $32.8 million, or approximately $38.0 million if the Underwriters
exercise in full their option to purchase the Additional Shares, in each case
after deducting underwriting discounts and commissions and estimated offering
The Shares, and any Additional Shares, will be sold pursuant to a prospectus
supplement dated August 5, 2020 and an accompanying base prospectus that form a
part of the registration statement on Form S-3 filed with the U.S. Securities
and Exchange Commission, which became effective on July 23, 2020 (File No.
333-237889). The closing of the Offering is expected to take place on or about
August 10, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for
liabilities under the Securities Act of 1933, as amended, other obligations of
the parties and termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties. A copy of the Underwriting Agreement is attached as Exhibit
1.1 hereto and is incorporated herein by reference. The foregoing description of
the material terms of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr
LLP relating to the Shares and the Additional Shares is attached as Exhibit 5.1
Item 8.01 Other Events.
On August 5, 2020, the Company issued a press release announcing the proposed
Offering and a press release announcing the pricing of the Offering. Copies of
the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated as of August 5, 2020, by and between the
Company and the Underwriters
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in
99.1 Press Release dated August 5, 2020
99.2 Press Release dated August 5, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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