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On May 27, 2021, firm client Shift Technologies, Inc., a leading end-to-end ecommerce platform for buying and selling used cars, completed a convertible debt offering. In a press release, the company announced the pricing of an upsized offering of $125 million aggregate principal amount of 4.75% convertible senior notes due 2026 in a private offering. Shift also granted the initial purchasers of the notes an option to purchase up to an additional $25 million aggregate principal amount of the notes, which option was exercised in full. In connection with the convertible debt offering, Shift entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes, their respective affiliates, and other financial institutions. The capped call transactions are expected generally to reduce the potential dilution to Shift’s stock upon any conversion of notes and/or offset any potential cash payments Shift is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
The team was led by Partners Ishan K. Bhabha, Martin C. Glass, Jeffrey R. Shuman, and Brian S. Hart. Other members of the team included Partner Geoffrey M. Davis and Associates Kristen M. Iglesias, William R. Erlain, and Hannah E. Schwab.