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.
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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).
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