Item 8.01. Other Events.

On November 16, 2021, Peloton Interactive, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named therein (collectively, the "Representatives") relating to the offer and sale by the Company (the "Offering") of 27,173,912 shares (the "Shares") of the Company's Class A common stock, par value $0.000025 per share, which includes 3,260,869 shares of Class A common stock issued and sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares of Class A common stock pursuant to the Underwriting Agreement. The Company sold the Shares to the underwriters at the public offering price of $46.00 per share less underwriting discounts.

The net proceeds to the Company from the Offering are approximately $1.22 billion.

The Offering is being made pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-261097) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on November 16, 2021, which became effective upon filing. The Company filed a preliminary and final prospectus supplement with the SEC in connection with the Offering on November 16, 2021 and November 18, 2021, respectively. The Offering closed on November 18, 2021.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement, preliminary prospectus supplement and final prospectus supplement related to the Offering. The Company has also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, the executive officers and directors of the Company have entered into "lock-up" arrangements with the underwriters, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such 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



 1.1      Underwriting Agreement, dated November 16, 2021, by and among Peloton Interactive,
        Inc., and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as
        representatives of the several underwriters named therein.

 5.1      Opinion of Gibson, Dunn & Crutcher LLP.

23.1      Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as
        Exhibit 5.1).

104     Cover Page Interactive Data File - The cover page from the Company's Current Report
        on Form 8-K filed on November 18, 2021 is formatted in Inline XBRL (included as
        Exhibit 101).

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