UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 1.01. | Entry into a Material Definitive Agreement. |
Additional Convertible Notes
On March 12, 2021, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named in the purchase agreement, dated March 2, 2021 (the “Purchase Agreement”), among the Representatives and Beyond Meat, Inc., a Delaware corporation (the “Company”), notified the Company of their election to exercise in full the Initial Purchasers’ option to purchase up to $150,000,000 aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2027 (the “Additional Notes”) pursuant to the Purchase Agreement. The Additional Notes have the same terms in all respects, and were issued on March 16, 2021 under the same indenture, as the $1,000,000,000 aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2027 issued on March 5, 2021, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2021 (the “Base Notes Form 8-K”). The information set forth in Item 1.01 of the Base Notes Form 8-K under the heading “Indenture and Notes” is incorporated herein by reference.
Additional Capped Call Transactions
In connection with the exercise of the Initial Purchasers’ option to purchase the Additional Notes, on March 12, 2021, the Company entered into privately negotiated capped call transactions (the “Additional Capped Call Transactions”) with each of JPMorgan Chase Bank, National Association, New York Branch, HSBC Bank USA, National Association, Royal Bank of Canada (with RBC Capital Markets, LLC acting as agent), and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) (the “Option Counterparties”). The Additional Capped Call Transactions cover, subject to customary adjustments, the aggregate number of shares of the Company’s common stock that will initially underlie the Additional Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Additional Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Additional Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Additional Capped Call Transactions. The terms of the Additional Capped Call Transactions are the same as the terms of the base capped call transactions described in the Base Notes Form 8-K, and the information set forth in Item 1.01 of the Base Notes Form 8-K under the heading “Capped Call Transactions” is incorporated herein by reference. The cost of the Additional Capped Call Transactions was approximately $10.95 million.
The Additional Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Additional Notes and will not affect any holder’s rights under the Additional Notes or the indenture. Holders of the Additional Notes will not have any rights with respect to the Additional Capped Call Transactions.
The above description of the Additional Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Additional Capped Call Transactions is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit.
| 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 Equity Securities. |
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
The Additional 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 Additional 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 Additional 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Confirmation of Additional Call Option Transaction, dated March 12, 2021. | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND MEAT, INC. | ||
| By: | /s/ Teri L. Witteman | |
| Teri L. Witteman | ||
| General Counsel & Secretary | ||
Date: March 16, 2021