Shopify prices US $1.3B public offering

CPE News (5/8/2020) – Shopify Inc. (NYSE/TSX: SHOP) has priced its previously announced public offering of 1,850,000 Class A subordinate voting shares at US $700 per share for gross proceeds of US $1,295,000,000.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as Book-running Managers, and National Bank Financial Inc. is acting as Co-Manager.

Shopify has granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Class A subordinate voting shares.

Stikeman Elliott LLP and Blake, Cassels & Graydon LLP are acting as the Canadian counsels to Shopify and the Underwriters respectively.

Shopify stock closed at US $722.76 on NYSE or CDN $1,016.31 on TSX on May 7, 2020.

Shopify intends to use net proceeds to strengthen its balance sheet, providing flexibility to fund its growth strategies.

Shopify’s major shareholders include CEO Tobias Lütke, Klister Credit Corp. (owned by Director John Phillips and wife), and Fidelity.

photo credit: Shopify

News Release

Shopify Prices Offering of Class A Subordinate Voting Shares

Ottawa, Canada – May 8, 2020 – Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify”) today announced the pricing of its previously announced public offering of 1,850,000 Class A subordinate voting shares (the “Offering”) at a price to the public of US$700 per share. The gross proceeds from the Offering, before underwriting discounts and offering costs, are expected to be US$1,295,000,000.

Shopify has also granted the Underwriters (as defined below) an over-allotment option to purchase up to an additional 15% of the Class A subordinate voting shares to be sold pursuant to the Offering (the “Over-Allotment Option”). The Over-Allotment Option is exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Offering.

Shopify expects to use the net proceeds from the Offering to strengthen its balance sheet, providing flexibility to fund its growth strategies. Pending their use, Shopify intends to invest the net proceeds from the Offering in short-term, investment-grade, interest-bearing instruments or hold them as cash.

Closing of the Offering is subject to a number of closing conditions, including the listing of the Class A subordinate voting shares on the NYSE and the TSX, and any required approvals of each exchange, and is expected to occur on or about May 12, 2020. Citigroup and Credit Suisse are acting as Book-running Managers, and National Bank Financial Inc. is acting as Co-Manager (together with Citigroup and Credit Suisse, the “Underwriters”).

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Shopify has filed a preliminary prospectus supplement, and will file a final prospectus supplement, to its short form base shelf prospectus dated August 3, 2018 (the “Base Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada except Québec. The preliminary prospectus supplement has also been filed, and the final prospectus supplement will be filed, with the U.S. Securities and Exchange Commission (the “SEC”) as a supplement to Shopify’s registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The prospectus supplements, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Offering. Copies of the Canadian prospectus supplements and the Base Shelf Prospectus can be found on SEDAR at www.sedar.com, and copies of the U.S. prospectus supplements and the Registration Statement can be found on EDGAR at www.sec.gov. Copies of these documents may also be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-800-831-9146; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010, Telephone: 1-800-221-1037 or e-mail: usa.prospectus@credit-suisse.com; or Credit Suisse Securities (Canada), Inc., Attention: Olivier Demet, 1 First Canadian Place, Suite 2900, Toronto, Ontario M5X 1C9, Telephone: 416-352-4749 or e-mail: olivier.demet@credit-suisse.com. Prospective investors should read the prospectus supplements, the Base Shelf Prospectus and the Registration Statement before making an investment decision.

About Shopify

Shopify is a leading global commerce company, providing trusted tools to start, grow, market, and manage a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for reliability, while delivering a better shopping experience for consumers everywhere. Headquartered in Ottawa, Canada, Shopify powers over one million businesses in more than 175 countries and is trusted by brands such as Allbirds, Gymshark, PepsiCo, Staples and many more.

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CONTACT:

INVESTORS:
Katie Keita
Senior Director, Investor Relations
613-241-2828 x 1024
IR@shopify.com

MEDIA:
Sheryl So
Senior Communications Lead
416-238-6705 x 302
press@shopify.com

SOURCE: Shopify