8-K

SHOPIFY INC. 8-K Report (Aug 15, 2016)

Filed August 15, 2016For Securities:SHOP

Summary

Shopify Inc. announced on August 15, 2016, its intention to launch a public offering of Class A subordinate voting shares. This offering aims to raise capital through the sale of 7,500,000 shares, with Shopify itself selling 5,000,000 shares and the remainder being offered by selling shareholders, including entities affiliated with Bessemer Venture Partners and certain management members. Shopify will not receive proceeds from the sale of shares by the selling shareholders. The company plans to use a portion of the proceeds for general corporate purposes, which could include strategic acquisitions, investments in technology, and working capital. The offering is being underwritten by a syndicate led by Morgan Stanley, Credit Suisse, and RBC Capital Markets. Investors are advised to review the preliminary prospectus supplement and registration statement for detailed information before making investment decisions, as the completion of the offering is subject to customary closing conditions and market approvals.

Key Highlights

  • 1Shopify Inc. announced a public offering of 7,500,000 Class A subordinate voting shares.
  • 2Shopify plans to sell 5,000,000 shares, with 2,500,000 shares offered by selling shareholders.
  • 3Proceeds from the sale of shares by selling shareholders will not go to Shopify.
  • 4The offering is being led by underwriters including Morgan Stanley, Credit Suisse, and RBC Capital Markets.
  • 5An over-allotment option of up to 15% of the offered shares is available to the underwriters.
  • 6The closing of the offering is contingent upon customary closing conditions and stock exchange approvals.

Frequently Asked Questions

Shopify is launching this offering primarily to raise capital for general corporate purposes, which may include funding strategic acquisitions, investments in technology, and working capital needs. The company itself is selling a portion of the shares to generate these funds.

No, Shopify will only receive the proceeds from the 5,000,000 shares it is selling. The remaining 2,500,000 shares are being offered by selling shareholders, and Shopify will not receive any proceeds from their sale.

The offering is being conducted through a syndicate of underwriters led by Morgan Stanley, Credit Suisse, and RBC Capital Markets.

The completion of the offering is subject to several closing conditions, including the successful listing of the Class A subordinate voting shares on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX), as well as any required approvals from these exchanges.