Item 1.01. Entry into a Material Definitive Agreement.
On November 20, 2020, Tilray, Inc. ("Tilray") entered into privately negotiated
exchange agreements (the "Exchange Agreements") with certain holders of Tilray's
5.00% Convertible Senior Notes due 2023 (the "Notes"). Under the terms of the
Exchange Agreements, the holders agreed to exchange an aggregate principal
amount of approximately $124.3 million of Notes plus accrued interest held by
them in exchange for an aggregate of 10,932,222 shares of Tilray's Class 2
common stock ("Shares"). Effectively, Tilray agreed to repurchase a portion of
its Notes at a 36% discount to their face value, using shares issued at Tilray's
most recent closing market price on November 20, 2020 (which is equivalent to a
conversion price of $7.36 per share). These exchange transactions closed on
November 24, 2020.
On November 23, 2020, Tilray entered into additional Exchange Agreements with
certain holders of the Notes. Under the terms of the Exchange Agreements, the
holders agreed to exchange an aggregate principal amount of approximately $72.9
million of Notes plus accrued interest held by them in exchange for an aggregate
of 6,407,355 shares. Effectively, Tilray agreed to repurchase a portion of its
Notes at a 42% discount to their face value, using shares issued at Tilray's
most recent closing market price on November 23, 2020 (which is equivalent to a
conversion price of $6.68 per share). These exchange transactions are expected
to close on or about November 25, 2020, subject to customary closing conditions.
Immediately following the exchange of the Notes contemplated by the Exchange
Agreements, approximately $277.9 million in aggregate principal amount of the
Notes will remain outstanding.
The foregoing description of the Exchange Agreements is qualified in its
entirety by reference to the form of Exchange Agreement attached as Exhibit 99.1
hereto.
On November 23, 2020 and November 24, 2020, Tilray issued press releases
announcing the Exchange Agreements, copies of which are attached hereto as
Exhibit 99.2 and 99.3, respectively, and incorporated herein by reference.
This Current Report does not constitute an offer to sell, or a solicitation of
an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated by reference herein. The
issuance of the Shares under the Exchange Agreements is being made pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), only to investors that qualified as "qualified institutional buyers" (as
such term is defined under the Securities Act) or large institutional investors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Form of Exchange Agreement Related to 5.00% Convertible Senior Notes
99.2 Press release of Tilray, Inc., dated November 23, 2020
99.3 Press release of Tilray, Inc., dated November 24, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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