Latest news with #SecuritiesAct
Yahoo
2 days ago
- Business
- Yahoo
DoorDash Announces Closing of Upsized $2.75 Billion Offering of 0% Convertible Senior Notes
Opportunistic capital raise with proceeds used to enhance strategic flexibility A portion of the proceeds used to purchase a hedge overlay to offset any share dilution up to a 150% premium to the stock price at issuance SAN FRANCISCO, May 30, 2025--(BUSINESS WIRE)--DoorDash, Inc. (NASDAQ: DASH) ("DoorDash"), a leading local commerce platform globally, today announced the closing of its previously announced private offering of $2.75 billion aggregate principal amount of its 0% convertible senior notes due 2030 (the "notes"). The notes were sold in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The offering represents the aggregate of both the previously announced, upsized offering of $2.5 billion, as well as the full exercise of the $250.0 million option to purchase additional notes granted by DoorDash to the initial purchasers of the notes. The net proceeds from the offering were approximately $2,720 million, after deducting fees and estimated expenses. DoorDash used approximately $338.5 million of the net proceeds from this offering of the notes to fund the cost of entering into the previously disclosed convertible note hedge transactions (after such cost was partially offset by the proceeds to DoorDash from the sale of warrants pursuant to the previously disclosed warrant transactions), and intends to use the remainder of the net proceeds for general corporate purposes, which may include potential acquisitions and potential repurchases of shares of our outstanding Class A common stock. The offer and sale of the notes and the shares of DoorDash's Class A common stock potentially issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any notes or shares of DoorDash's common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About DoorDash DoorDash (NASDAQ: DASH) is one of the world's leading local commerce platforms that helps businesses of all kinds grow and innovate, connects consumers to the best of their neighborhoods, and gives people fast, flexible ways to earn. Since its founding in 2013, DoorDash has expanded to over 30 countries, using technology and logistics to shape the future of commerce. Through its Marketplace and its Commerce Platform, DoorDash is driving economic vitality in the regions it serves worldwide. Forward-Looking Statements This press release contains forward-looking statements regarding the offering of the notes and the convertible note hedge and warrant transactions, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements made in this press release that are not statements of historical fact, including statements regarding the anticipated use of proceeds from the offering, are forward-looking statements and should be evaluated as such. You can identify forward-looking statements because they contain words such as "may," "will," "expect," "anticipate," "could," "would," "intend," "project," "believe" or "potential," or the negative of these words, or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements are based on DoorDash management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those projected. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks related to the offering of the notes, the intended use of proceeds and the consummation of the convertible note hedge and warrant transactions, and the other factors more fully described in DoorDash's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and DoorDash's other filings with the U.S. Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to DoorDash and assumptions and beliefs as of the date hereof, and DoorDash disclaims any obligation to update any forward-looking statements, except as required by law. View source version on Contacts Investor Relations ir@ Press press@
Business Wire
2 days ago
- Business
- Business Wire
DoorDash Announces Closing of Upsized $2.75 Billion Offering of 0% Convertible Senior Notes
SAN FRANCISCO--(BUSINESS WIRE)--DoorDash, Inc. (NASDAQ: DASH) ('DoorDash'), a leading local commerce platform globally, today announced the closing of its previously announced private offering of $2.75 billion aggregate principal amount of its 0% convertible senior notes due 2030 (the 'notes'). The notes were sold in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The offering represents the aggregate of both the previously announced, upsized offering of $2.5 billion, as well as the full exercise of the $250.0 million option to purchase additional notes granted by DoorDash to the initial purchasers of the notes. The net proceeds from the offering were approximately $2,720 million, after deducting fees and estimated expenses. DoorDash used approximately $338.5 million of the net proceeds from this offering of the notes to fund the cost of entering into the previously disclosed convertible note hedge transactions (after such cost was partially offset by the proceeds to DoorDash from the sale of warrants pursuant to the previously disclosed warrant transactions), and intends to use the remainder of the net proceeds for general corporate purposes, which may include potential acquisitions and potential repurchases of shares of our outstanding Class A common stock. The offer and sale of the notes and the shares of DoorDash's Class A common stock potentially issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any notes or shares of DoorDash's common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About DoorDash DoorDash (NASDAQ: DASH) is one of the world's leading local commerce platforms that helps businesses of all kinds grow and innovate, connects consumers to the best of their neighborhoods, and gives people fast, flexible ways to earn. Since its founding in 2013, DoorDash has expanded to over 30 countries, using technology and logistics to shape the future of commerce. Through its Marketplace and its Commerce Platform, DoorDash is driving economic vitality in the regions it serves worldwide. Forward-Looking Statements This press release contains forward-looking statements regarding the offering of the notes and the convertible note hedge and warrant transactions, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements made in this press release that are not statements of historical fact, including statements regarding the anticipated use of proceeds from the offering, are forward-looking statements and should be evaluated as such. You can identify forward-looking statements because they contain words such as 'may,' 'will,' 'expect,' 'anticipate,' 'could,' 'would,' 'intend,' 'project,' 'believe' or 'potential,' or the negative of these words, or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements are based on DoorDash management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those projected. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks related to the offering of the notes, the intended use of proceeds and the consummation of the convertible note hedge and warrant transactions, and the other factors more fully described in DoorDash's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and DoorDash's other filings with the U.S. Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to DoorDash and assumptions and beliefs as of the date hereof, and DoorDash disclaims any obligation to update any forward-looking statements, except as required by law.
Yahoo
3 days ago
- Business
- Yahoo
Eos Energy Enterprises, Inc. Announces Pricing of Common Stock Offering
EDISON, N.J., May 30, 2025 (GLOBE NEWSWIRE) -- Eos Energy Enterprises, Inc. (NASDAQ: EOSE) ('Eos' or the 'Company') today announced the pricing of an offering of 18,750,000 shares of common stock at a price to the public of $4.00 per share (the 'Offering'). The Offering is being made pursuant to the Securities Act of 1933, as amended (the 'Securities Act'). The Company has granted the underwriters of the Offering, a 30-day option to purchase up to an additional 2,812,500 shares of common stock, at the public offering price, less the underwriting discounts. The Offering is expected to close on June 2, 2025, subject to customary closing conditions. The net proceeds from the Offering will be $70,500,000 (or $81,075,000 if the underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions. The Company intends to use the net proceeds from the Offering, together with the net proceeds from the offering of the notes referred to below, if it is consummated, (i) to repurchase the full $126 million aggregate principal amount outstanding of its 5%/6% Convertible Senior PIK Toggle Note due 2026 in a privately negotiated transaction for approximately $131 million; (ii) to prepay $50 million of outstanding borrowings due under its credit agreement, dated June 21, 2024, by and between Eos and CCM Denali Debt Holdings, LP (the 'Credit Agreement'); and (iii) for general corporate purposes. Upon the prepayment of $50 million of outstanding borrowings under the Credit Agreement, the PIK interest rate under the Credit Agreement will decrease from 15% to 7% and the financial covenants thereunder will be waived until 2027. CCM Denali Equity Holdings, LP has agreed that upon the consummation of the offering it will not transfer any securities issued to it under the Securities Purchase Agreement, dated June 21, 2024, between the Company and CCM Denali Equity Holdings, LP prior to June 21, 2026. In a separate press release, the Company also announced today the pricing of its previously announced private offering of $225,000,000 aggregate principal amount of 6.75% convertible senior notes due 2030 (the 'notes'), plus up to an additional $25,000,000 aggregate principal amount of notes that the initial purchasers of the note offering have the option to purchase from the Company. The issuance and sale of the notes are scheduled to settle on June 3, 2025, subject to customary closing conditions. The completion of the offering of common stock is not contingent on the completion of the offering of the notes, and the completion of the offering of notes is not contingent on the completion of the offering of common stock. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any notes or shares of common stock, if any, issuable upon conversion of the notes. Jefferies and J.P. Morgan acted as joint lead book-running managers for the Offering. TD Cowen and Stifel acted as passive book-runners for the Offering. Johnson Rice & Company acted as a co-manager for the Offering. The Company is conducting the Offering pursuant to an effective shelf registration statement, including a base prospectus, under the Securities Act of 1933, as amended. The Offering is being made only by means of a separate prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the Offering may be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388 or by email at prospectus_department@ and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@ and postsalemanualrequests@ Before you invest in the Offering, you should read the applicable prospectus supplement relating to the Offering and accompanying prospectus, the registration statement and the other documents that the Company has filed with the Securities and Exchange Commission as incorporated by reference therein, for more complete information about the Company and the Offering. Investors may obtain these documents for free by visiting the SEC's website at This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Eos Energy Enterprises Eos Energy Enterprises, Inc. is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. Our breakthrough Znyth™ aqueous zinc battery was designed to overcome the limitations of conventional lithium-ion technology. It is safe, scalable, efficient, sustainable, manufactured in the U.S., and the core of our innovative systems that today provides utility, industrial, and commercial customers with a proven, reliable energy storage alternative for 3 to 12-hour applications. Eos was founded in 2008 and is headquartered in Edison, New Jersey. Forward-Looking Statements This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering and the intended use of the proceeds. Forward-looking statements represent Eos's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Eos's common stock and risks relating to Eos's business, including those described in periodic reports that Eos files from time to time with the SEC. Eos may not consummate the proposed offering described in this press release and, if the proposed offering are consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Eos does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law. ContactsInvestors: ir@ media@ in to access your portfolio
Yahoo
3 days ago
- Business
- Yahoo
Eos Energy Enterprises, Inc. Prices Upsized $225,000,000 Convertible Senior Notes Offering
EDISON, N.J., May 30, 2025 (GLOBE NEWSWIRE) -- Eos Energy Enterprises, Inc. (NASDAQ: EOSE) ('Eos' or the 'Company') today announced the pricing of its offering of $225,000,000 aggregate principal amount of 6.75% convertible senior notes due 2030 (the 'notes') 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 (the 'Securities Act'). The offering size was increased from the previously announced offering size of $175,000,000 aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on June 3, 2025, subject to customary closing conditions. Eos also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $25,000,000 aggregate principal amount of notes. The notes will be senior, unsecured obligations of Eos and will accrue interest at a rate of 6.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025. The notes will mature on June 15, 2030, unless earlier repurchased, redeemed or converted. Before March 15, 2030, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 15, 2030, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Eos 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 Eos's election. The initial conversion rate is 196.0784 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $5.10 per share of common stock. The initial conversion price represents a premium of approximately 27.5% over the public offering price in the concurrent common stock offering described below. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Eos's option at any time, and from time to time, on or after June 20, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Eos's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a 'fundamental change' (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Eos to repurchase their notes for cash. The repurchase price will be equal to (x) 110% (or, if the effective date of such fundamental change is on or after June 15, 2027, 105%) of the principal amount of the notes to be repurchased, plus (y) accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. Eos estimates that the net proceeds from the offering of notes will be $216,000,000 (or $240,000,000 if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions. Eos intends to use the net proceeds from this offering, together with the net proceeds from the underwritten public offering of common stock referred to below, if it is consummated, (i) to repurchase the full $126 million aggregate principal amount outstanding of its 5%/6% Convertible Senior PIK Toggle Note due 2026 in a privately negotiated transaction for approximately $131 million; (ii) to prepay $50 million of outstanding borrowings due under its credit agreement, dated June 21, 2024, by and between Eos and CCM Denali Debt Holdings, LP (the 'Credit Agreement'); and (iii) for general corporate purposes. Upon the prepayment of $50 million of outstanding borrowings under the Credit Agreement, the PIK interest rate under the Credit Agreement will decrease from 15% to 7% and the financial covenants thereunder will be waived until 2027. CCM Denali Equity Holdings, LP has agreed that upon the consummation of the offering it will not transfer any securities issued to it under the Securities Purchase Agreement, dated June 21, 2024, between the Company and CCM Denali Equity Holdings, LP prior to June 21, 2026. In a separate press release, Eos also announced today the pricing of its previously announced underwritten public offering of 18,750,000 shares of its common stock, plus up to an additional 2,812,500 shares of its common stock that the underwriters of the common stock offering have the option to purchase from Eos, at a public offering price of $4.00 per share. The issuance and sale of the common stock are scheduled to settle on June 2, 2025, subject to customary closing conditions. The completion of the offering of the notes is not contingent on the completion of the offering of common stock, and the completion of the offering of common stock is not contingent on the completion of the offering of the notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any common stock in the public offering. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor shall there be any sale of the notes or any such shares, in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. About Eos Energy Enterprises Eos Energy Enterprises, Inc. is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. Our breakthrough Znyth™ aqueous zinc battery was designed to overcome the limitations of conventional lithium-ion technology. It is safe, scalable, efficient, sustainable, manufactured in the U.S., and the core of our innovative systems that today provides utility, industrial, and commercial customers with a proven, reliable energy storage alternative for 3 to 12-hour applications. Eos was founded in 2008 and is headquartered in Edison, New Jersey. Forward-Looking Statements This press release includes forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Forward-looking statements represent Eos's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offerings and risks relating to Eos's business, including those described in periodic reports that Eos files from time to time with the SEC. Eos may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Eos does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law. 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Yahoo
3 days ago
- Business
- Yahoo
Civitas Resources, Inc. Announces Pricing of Upsized Offering of $750 Million of New Senior Notes Due 2033
DENVER, May 29, 2025--(BUSINESS WIRE)--Civitas Resources, Inc. (the "Company") (NYSE: CIVI) today announced that it has priced an upsized private placement (the "Offering") to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), of $750 million in aggregate principal amount of new 9.625% senior notes due 2033 (the "Notes") at par. The Offering is expected to close on June 3, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under the Company's revolving credit facility. The Notes to be offered will not be registered under the Securities Act or under any state or other securities laws, and the Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements. The Notes are being offered only to persons who are either reasonably believed to be "qualified institutional buyers" under Rule 144A or who are non-"U.S. persons" outside the United States under Regulation S as defined under applicable securities laws. This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these 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. About Civitas Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development and production of crude oil and liquids-rich natural gas from its premier assets in the Permian Basin in Texas and New Mexico and the DJ Basin in Colorado. Civitas' proven business model to maximize shareholder returns is focused on four key strategic pillars: generating significant free cash flow, maintaining a premier balance sheet, returning capital to shareholders, and demonstrating ESG leadership. Forward-Looking Statements and Cautionary Statements Certain statements in the foregoing, including those that express belief, expectation, or intention, are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the Company's plans and expectations with respect to the Offering, including the anticipated use of the proceeds therefrom and the expected closing date thereof. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. The Company cautions investors that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are outside the Company's control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date they are made. Investors are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause actual results to differ from those described in forward-looking statements include, without limitation, the Company's future financial condition, results of operations, strategy and plans; changes in capital markets and the ability of the Company to finance operations in the manner expected; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected. Additional information concerning other factors that could cause results to differ materially from those described above can be found under Item 1A. "Risk Factors" and "Management's Discussion and Analysis" sections in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequently filed Quarterly Reports on Form 10-Q and in other filings and reports that the Company may file or furnish from time to time with the Securities and Exchange Commission. All forward-looking statements speak only as of the date they are made and are based on information available at the time they were made. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. View source version on Contacts Civitas Contacts Investor Relations:Brad Whitmarsh, 832.736.8909, bwhitmarsh@ Mae Herrington, 832.913.5444, mherrington@ Media:Rich Coolidge, info@ Sign in to access your portfolio
