Upstart Announces Upsize and Pricing of Offering of $375,000,000 of 2.00% Convertible Senior Notes Due 2029

Rhea-AI Summary

Upstart Holdings, Inc. (NASDAQ: UPST) has announced the pricing of $375 million aggregate principal amount of 2.00% Convertible Senior Notes due 2029. The offering was upsized from the previously announced $300 million. The notes will be convertible at an initial rate of 21.9029 shares of Upstart's common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $45.66 per share. Upstart estimates net proceeds of about $365.9 million, which will be used to pay for capped call transactions, repurchase a portion of its outstanding 2026 Notes, and for general corporate purposes. The company also entered into capped call transactions to offset potential dilution.

Positive

• Upsized offering from $300 million to $375 million, indicating strong investor interest
• Net proceeds of approximately $365.9 million to strengthen financial position
• Repurchase of $334.2 million principal amount of 2026 Notes, potentially improving debt structure
• Implementation of capped call transactions to mitigate potential dilution from note conversion

Negative

• Issuance of new debt may increase the company's interest expenses
• Potential dilution of existing shareholders if notes are converted to common stock
• Increased financial leverage could impact the company's risk profile

Insights

Financial Analyst

Upstart's pricing of $375 million in convertible notes represents a significant capital raise, upsized from the initial $300 million offering. The 2.00% interest rate is relatively low, indicating favorable terms for Upstart. The conversion price of $45.66 per share, a 30% premium to the current stock price, suggests investor confidence in potential upside. However, the company's plan to use $302.5 million to repurchase existing 2026 notes indicates a refinancing strategy rather than pure growth capital. The capped call transactions, while potentially dilutive, aim to mitigate shareholder impact. Overall, this move strengthens Upstart's balance sheet but doesn't necessarily signal immediate growth prospects.

Market Research Analyst

This offering could have mixed implications for Upstart's stock. The upsized deal and favorable terms suggest strong institutional demand, potentially boosting investor confidence. However, the complex transaction involving note repurchases and capped call transactions may create short-term volatility. The initial conversion premium of 30% and the cap price set at a 100% premium to the current stock price indicate bullish sentiment among participating institutions. Yet, the various hedging activities described could lead to increased trading volume and price fluctuations in the near term. Investors should monitor how the market digests this complex financial engineering in the coming days.

Tech Industry Expert

For Upstart, a fintech company leveraging AI in lending, this capital raise is strategically important. The low 2.00% interest rate suggests investor confidence in Upstart's AI-driven model, despite recent challenges in the lending market. By refinancing existing debt at favorable terms, Upstart is extending its runway and potentially freeing up capital for AI development and expansion. The additional funds could support enhancements to their machine learning algorithms or expansion into new lending verticals. However, the lack of specifics on how the remaining proceeds will be used for "general corporate purposes" leaves questions about immediate growth initiatives. This move appears more defensive, aimed at strengthening the balance sheet rather than fueling aggressive expansion.

SAN MATEO, Calif.--(BUSINESS WIRE)-- Upstart Holdings, Inc. (NASDAQ: UPST) today announced the pricing of $375,000,000 aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased from the previously announced offering size of $300.0 million. Upstart also granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date the notes are first issued, up to an additional $56,250,000 aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on September 19, 2024, subject to customary closing conditions.

The notes will be senior, unsecured obligations of Upstart. The notes will bear interest at a rate of 2.00% per year. Interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. The notes will mature on October 1, 2029, unless earlier redeemed, repurchased, or converted. Upstart may not redeem the notes prior to October 6, 2027. Upstart may redeem for cash all or any portion of the notes, at its option, on or after October 6, 2027, if the last reported sale price of Upstart’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Upstart provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Upstart is not required to redeem or retire the notes periodically. Holders of the notes will have the right to require Upstart to repurchase for cash all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The notes will be convertible at an initial conversion rate of 21.9029 shares of Upstart’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $45.66 per share, which represents a conversion premium of approximately 30.0% to the last reported sale price of $35.12 per share of Upstart’s common stock on The Nasdaq Global Select Market on September 16, 2024).

Prior to the close of business on the business day immediately preceding July 1, 2029, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after July 1, 2029 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Upstart’s common stock, or a combination thereof, at Upstart’s election.

Upstart estimates that the net proceeds from the offering will be approximately $365.9 million (or approximately $420.9 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Upstart. Upstart intends to use approximately $35.6 million of the net proceeds to pay the cost of the capped call transactions described below. Upstart also intends to use approximately $302.5 million of the net proceeds from the offering for the repurchase of approximately $334.2 million principal amount of its outstanding 0.25% Convertibles Senior Notes due 2026 (the “2026 Notes”). Upstart intends to use the remainder of the net proceeds from the offering for general corporate purposes.

In connection with the pricing of the notes, Upstart entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the notes sold in the offering. The capped call transactions are expected generally to offset the potential dilution to Upstart’s common stock upon any conversion of notes and/or reduce any cash payments Upstart is required to make in excess of the principal amount of converted notes, as the case may be, with such offset and/or reduction subject to a cap. The cap price of the capped call transactions is initially $70.24 per share, which represents a premium of 100% over the last reported sale price of Upstart’s common stock of $35.12 per share on September 16, 2024 and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Upstart expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties.

Upstart has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Upstart’s common stock and/or enter into various derivative transactions with respect to Upstart’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Upstart’s common stock or the notes at that time. In addition, Upstart expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Upstart’s common stock and/or purchasing or selling shares of Upstart’s common stock or other securities of Upstart in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) during the observation period for conversions of notes on or following July 1, 2029, (y) following any conversion of notes prior to July 1, 2029 or in connection with any repurchase or redemption of the notes, to the extent Upstart unwinds a corresponding portion of the capped call transactions, and (z) if Upstart otherwise unwinds all or a portion of the capped call transactions). This activity could also cause or prevent an increase or a decrease in the market price of Upstart’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.

Upstart also expects in connection with the repurchase of a portion of its 2026 Notes, those holders of the 2026 Notes that have agreed to sell their 2026 Notes to Upstart may enter into or unwind various derivatives with respect to Upstart’s common stock (including entering into or unwinding derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase shares of Upstart’s common stock concurrently with or shortly after the pricing of the notes. In particular, Upstart expects that many holders of the 2026 Notes employ a convertible arbitrage strategy with respect to the 2026 Notes and have a short position with respect to Upstart’s common stock that they would close out through purchases of Upstart’s common stock and/or the unwinding of various derivatives with respect to Upstart’s common stock, as the case may be, in connection with Upstart’s repurchase of the 2026 Notes. This activity could increase (or reduce the size of any decrease in) the market price of Upstart’s common stock, which may also affect the trading price of the notes at that time, and could result in a higher effective conversion price for the notes.

In connection with the issuance of its 2026 Notes, Upstart entered into capped call transactions (the “existing capped call transactions”) with certain financial institutions including certain of the initial purchasers or their affiliates (the “existing capped call counterparties”). In connection with Upstart’s repurchase of a portion of the 2026 Notes as described above, Upstart entered into privately negotiated agreements with the existing capped call counterparties concurrently with the pricing of the notes to terminate a portion of the existing capped call transactions corresponding to the aggregate principal amount of the 2026 Notes repurchased. In connection with the termination of the existing capped call transactions, Upstart expects the existing capped call counterparties or their respective affiliates to sell shares of Upstart’s common stock and/or unwind various derivatives with respect to Upstart’s common stock to unwind their hedge in connection with those transactions. Such activity could decrease, or reduce the size of any increase in, the market price of Upstart’s common stock at that time and could decrease, or reduce the size of any increase in, the market value of the notes at that time.

The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Upstart’s common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240916345242/en/

Investors

ir@upstart.com

Press

press@upstart.com

Source: Upstart Holdings, Inc.

FAQ

What is the interest rate and maturity date of Upstart's new convertible notes?

Upstart's (UPST) new convertible notes have an interest rate of 2.00% per year and will mature on October 1, 2029, unless earlier redeemed, repurchased, or converted.

What is the initial conversion price for Upstart's 2029 convertible notes?

The initial conversion price for Upstart's (UPST) 2029 convertible notes is approximately $45.66 per share, representing a conversion premium of 30.0% to the last reported sale price of $35.12 per share on September 16, 2024.

How much of the proceeds will Upstart use to repurchase its 2026 Notes?

Upstart (UPST) intends to use approximately $302.5 million of the net proceeds from the offering to repurchase about $334.2 million principal amount of its outstanding 0.25% Convertible Senior Notes due 2026.

What are the capped call transactions Upstart entered into with this offering?

Upstart (UPST) entered into capped call transactions to offset potential dilution to common stock upon note conversion and/or reduce cash payments required in excess of the principal amount of converted notes, with a cap price initially set at $70.24 per share.