Lyft’s $747.5 Million Convertible Senior Notes

Goodwin Procter LLP advised initial purchaser and capped call counterparty J.P. Morgan Securities on Lyft, Inc.’s offering.

Lyft, Inc. (NASDAQ:LYFT) announced the pricing of $650 million aggregate principal amount of Convertible Senior Notes due 2025 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Lyft also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $97.5 million aggregate principal amount of the notes.

The notes will bear interest at a rate of 1.50% per year. Interest will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. The notes will mature on May 15, 2025, unless earlier redeemed, repurchased or converted. Lyft may not redeem the notes prior to May 20, 2023. Lyft may redeem for cash all or any portion of the notes, at its option, on or after May 20, 2023, if the last reported sale price of Lyft’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Lyft provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which Lyft provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Lyft is not required to redeem or retire the notes periodically.

Lyft was founded in 2012, and has over 30 million riders and 2 million drivers. The company is singularly focused on improving people’s lives with the world’s best transportation and committed to building reliable, affordable and sustainable transportation.

The Goodwin team was led by Jim Barri (Picture), Rick Kline, John Servidio, An-Yen Hu, Kim De Glossop, Dane Patterson, Max Montgomery, Hilarie Bellis, and Amber Ausley, and included Benjamin Drai, Stephen Charkoudian, Shira Borzak, Laura Zhang; Richard Matheny, Justin Pierce, Daniel Karelitz, Garrett Gaughan, Stephen Taeusch, Alex Moyer, Tony Guan, and Ettore Santucci.

Involved fees earner: Amber Ausley – Goodwin Procter; James Barri – Goodwin Procter; Hilarie Bellis – Goodwin Procter; Shira Borzak – Goodwin Procter; Steve Charkoudian – Goodwin Procter; Kim de Glossop – Goodwin Procter; Benjamin Drai – Goodwin Procter; Garrett Gaughan – Goodwin Procter; Tony Guan – Goodwin Procter; An-Yen Hu – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Richard Kline – Goodwin Procter; Richard Matheny III – Goodwin Procter; Max Montgomery – Goodwin Procter; Alex Moyer – Goodwin Procter; Dane Patterson – Goodwin Procter; Justin Pierce – Goodwin Procter; Ettore Santucci – Goodwin Procter; John Servidio – Goodwin Procter; Stephen Taeusch – Goodwin Procter; Laura Zhang – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: JP Morgan Securities;

Author: Ambrogio Visconti