BigCommerce enters exchange agreement with holder of convertible senior notes

BigCommerce entered into a privately negotiated exchange agreement with a holder of its 0.25% convertible senior notes due 2026. Pursuant to the Exchange Agreement, BigCommerce will exchange approximately $161.2 million in aggregate principal amount of the Existing Convertible Notes for $150.0 million in aggregate principal amount of new 7.5% convertible senior notes due 2028 and approximately $0.1 million in cash, with such cash payment representing the accrued and unpaid interest on such Existing Convertible Notes. In addition, on July 31, 2024, BigCommerce has also entered into separate, privately negotiated repurchase agreements with a limited number of holders of its Existing Convertible Notes to repurchase approximately $120.6 million aggregate principal amount of the Existing Convertible Notes for aggregate cash consideration of approximately $108.7 million, including accrued but unpaid interest on such Existing Convertible Notes. The Exchange Transaction is expected to settle on or about August 7, 2024 and the Repurchase Transactions are expected to settle on or about August 8, 2024, subject, in each case, to customary closing conditions. Upon completion of the Transactions, the aggregate principal amount of the Existing Convertible Notes outstanding will be approximately $63.1 million, and the aggregate principal amount of the New Convertible Notes outstanding will be $150.0 million. BigCommerce will not receive any cash proceeds from the issuance of the New Convertible Notes pursuant to the Exchange Transaction. The New Convertible Notes will be senior, initially unsecured obligations of BigCommerce and will accrue interest at a rate of 7.5% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The New Convertible Notes will mature on October 1, 2028, unless earlier converted, redeemed or repurchased by BigCommerce. Before July 3, 2028, noteholders will have the right to convert their New Convertible Notes only upon the occurrence of certain events. From and after July 3, 2028, noteholders may convert their New Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. BigCommerce will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at BigCommerce’s election. The initial conversion rate is 62.5000 shares of common stock per $1,000 principal amount of New Convertible Notes, which represents an initial conversion price of $16.00 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.