Core Viewpoint - Beyond Meat has initiated an exchange offer to convert its existing 0% Convertible Senior Notes due 2027 into new 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and common stock, aiming to reduce leverage and extend maturity to support its long-term vision as a global plant protein company [1][2]. Summary by Sections Exchange Offer Details - The exchange offer includes up to $202.5 million in new convertible notes and up to 326,190,370 shares of common stock [1]. - The exchange offer and consent solicitation will expire on October 28, 2025, with an early tender date of October 10, 2025 [8]. Financial Structure - The new convertible notes will bear an interest rate of 7.00% per annum, with the option for interest to be paid in cash or shares [4]. - The conversion rate for the new convertible notes will initially be set at a maximum of 1,029.2716 shares per $1,000 principal amount, subject to adjustments based on a 10% premium [5]. Support and Conditions - Approximately 47% of existing noteholders have signed a transaction support agreement to support the exchange offer, with a condition that at least 85% of existing notes must be tendered for the offer to proceed [3]. - Eligible holders who tender their existing notes by the early tender date will receive $176.0870 in new convertible notes and 283.6438 shares of common stock per $1,000 of existing notes [11]. Legal and Advisory Information - PJT Partners LP is acting as the financial advisor and dealer manager for the exchange offer, while Mackenzie Partners, Inc. serves as the exchange agent [12].
Beyond Meat Launches Exchange Offer and Consent Solicitation Intended to Eliminate Over $800 Million of Debt with Existing Noteholder Support