Affirm Holdings, Inc. Pronounces Pricing of Upsized Non-public Providing of $800 million of 0.75% Convertible Senior Notes due 2029

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SAN FRANCISCO — Affirm Holdings, Inc. (Nasdaq: AFRM) (“Affirm” or the “Firm”) as we speak introduced the pricing of $800 million mixture principal quantity of 0.75% Convertible Senior Notes due 2029 (the “Notes”) in a non-public providing (the “Providing”). The scale of the Providing was elevated from the beforehand introduced $750 million in mixture principal quantity. In reference to the Providing, Affirm has granted the preliminary purchasers of the Notes an choice to buy, inside a 13-day interval starting on, and together with, the date on which the Notes are first issued, as much as a further $120 million mixture principal quantity of the Notes on the identical phrases and situations. The sale of the Notes to the preliminary purchasers is predicted to choose December 20, 2024, topic to customary closing situations.

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The notes will bear curiosity at a charge of 0.75% each year payable semiannually in arrears on June 15 and December 15 of every 12 months, starting on June 15, 2025. When issued, the Notes can be senior, unsecured obligations of Affirm. The Notes will mature on December 15, 2029, until earlier repurchased, redeemed or transformed in accordance with their phrases previous to such date. Affirm could not redeem the Notes previous to December 20, 2027. Affirm could redeem for money all or any portion of the Notes, at its possibility, on or after December 20, 2027, however provided that the final reported sale worth per share of Affirm’s Class A typical inventory has been at the very least 130% of the conversion worth for a specified time period.

Holders of the Notes can have the best to require Affirm to repurchase all or a portion of their Notes upon the prevalence of a “elementary change” in money at a elementary change repurchase worth of 100% of their principal quantity plus accrued and unpaid curiosity to, however not together with, the basic change repurchase date. Following sure company occasions or if Affirm calls the Notes for redemption, Affirm will, below sure circumstances, enhance the conversion charge for holders who elect to transform their Notes in reference to such company occasion or such redemption.

The preliminary conversion charge of the Notes can be 9.8992 shares of Affirm’s Class A typical inventory per $1,000 principal quantity of Notes (equal to an preliminary conversion worth of roughly $101.02 per share of Affirm’s Class A typical inventory, which represents a conversion premium of roughly 42.5% to the final reported sale worth of Affirm’s Class A typical inventory on the Nasdaq World Choose Market on December 17, 2024). Previous to the shut of enterprise on the enterprise day instantly previous September 15, 2029, the Notes can be convertible on the possibility of the holders of the Notes solely upon the satisfaction of specified situations and through sure intervals. On or after September 15, 2029 till the shut of enterprise on the second scheduled buying and selling day instantly previous the maturity date, the Notes can be convertible, on the possibility of the holders of Notes, at any time no matter such situations. Upon conversion, Affirm can pay money as much as the combination principal quantity of the Notes to be transformed and pay or ship, because the case could also be, money, shares of Class A typical inventory of Affirm or a mixture of money and shares of Class A typical inventory of Affirm, at Affirm’s election, in respect of the rest, if any, of Affirm’s conversion obligation in extra of the combination principal quantity of the Notes being transformed.

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Affirm estimates that the web proceeds from the Providing can be roughly $785.2 million (or roughly $903.1 million if the preliminary purchasers train their choice to buy further Notes in full), after deducting charges and estimated bills. Affirm expects to make use of the web proceeds from the Providing, along with money readily available, to repurchase roughly $960 million mixture principal quantity of Affirm’s 0% convertible senior notes due 2026 (the “2026 notes”) for $892.8 million of money, in separate and privately negotiated transactions with sure holders of the 2026 notes, effected by one of many preliminary purchasers of the Notes or its affiliate. Affirm might also repurchase further excellent 2026 notes following the completion of the Providing.

As well as, Affirm expects to repurchase 3,526,590 shares of its Class A typical inventory for roughly $250.0 million in money concurrently with the Providing in privately negotiated transactions effected with or by one of many preliminary purchasers or its affiliate, at a purchase order worth per share equal to the closing worth of Affirm’s Class A typical inventory on December 17, 2024, which was $70.89 per share.

Affirm expects that holders of the 2026 notes which might be repurchased by Affirm as described above could enter into or unwind numerous derivatives with respect to Affirm’s Class A typical inventory (together with getting into into derivatives with a number of of the preliminary purchasers within the Providing or their respective associates) and/or buy or promote shares of Affirm’s Class A typical inventory concurrently with or shortly after the pricing of the Notes.

Repurchases of the 2026 notes, and the potential associated market actions by holders thereof, along with the repurchase by Affirm of any of its Class A typical inventory, might enhance (or cut back the dimensions of any lower in) or lower (or cut back the dimensions of any enhance in) the market worth of Affirm’s Class A typical inventory, which can have an effect on the buying and selling worth of the Notes supplied within the Providing at the moment and, to the extent effected concurrently with the pricing of the Providing, the preliminary conversion worth of the Notes. Affirm can’t predict the magnitude of such market exercise or such share repurchases or the general impact they are going to have on the value of the Notes supplied within the Providing or Affirm’s Class A typical inventory.

As well as, any share repurchases following this Providing might have an effect on the market worth of the Notes and, if carried out throughout an remark interval for the conversion of any Notes, might have an effect on the quantity and worth of the consideration that’s due upon such conversion. Nonetheless, Affirm doesn’t have a certified share repurchase program apart from the share repurchases anticipated to be executed concurrently with the pricing of this Providing.

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This press launch isn’t a suggestion to repurchase the 2026 notes or Affirm’s Class A typical inventory and the Providing of the Notes isn’t contingent upon the repurchase of the 2026 notes or the repurchase of Affirm’s Class A typical inventory.

The Notes have been supplied solely to individuals fairly believed to be certified institutional consumers pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). The supply and sale of the Notes and any shares of Class A typical inventory of Affirm issuable upon conversion of the Notes, if any, haven’t been, and won’t be, registered below the Securities Act or the securities legal guidelines of some other jurisdiction, and until so registered, the Notes and such shares, if any, might not be supplied or bought in america besides pursuant to an relevant exemption from such registration necessities.

This press launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase, nor shall there be any supply or sale of, the Notes (or any shares of Class A typical inventory of Affirm issuable upon conversion of the Notes) in any state or jurisdiction through which the supply, solicitation, or sale can be illegal previous to the registration or qualification thereof below the securities legal guidelines of any such state or jurisdiction.

About Affirm

Affirm’s mission is to ship sincere monetary merchandise that enhance lives. By constructing a brand new form of cost community – one primarily based on belief, transparency and placing individuals first – we empower thousands and thousands of shoppers to spend and save responsibly, and provides 1000’s of companies the instruments to gas progress. Not like most bank cards and different pay-over-time choices, we by no means cost any late or hidden charges. Observe Affirm on social media: LinkedIn | Instagram | Fb | X.

Cautionary Observe About Ahead-Wanting Statements

This press launch comprises forward-looking statements throughout the that means of Part 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Part 21E of the Securities Trade Act of 1934, as amended, that contain dangers and uncertainties. All statements apart from statements of historic reality contained on this report, together with statements concerning the profitable completion of the Providing, and the Firm’s anticipated use of proceeds from the Providing, are forward-looking statements. In some circumstances, forward-looking statements could also be recognized by phrases equivalent to “anticipate,” “imagine,” “proceed,” “might,” “design,” “estimate,” “anticipate,” “intend,” “could,” “plan,” “doubtlessly,” “predict,” “challenge,” “ought to,” “will,” “would,” or the damaging of those phrases or different related expressions.

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Ahead-looking statements are primarily based on administration’s beliefs and assumptions and on data presently obtainable. These forward-looking statements are topic to a lot of identified and unknown dangers, uncertainties and assumptions, together with dangers described below “Danger Components” within the providing memorandum for the Providing, the Firm’s Annual Report on Type 10-Okay for the fiscal 12 months ended June 30, 2024 and the Firm’s Quarterly Report on Type 10-Q for the fiscal quarter ended September 30, 2024. Besides as required by legislation, the Firm undertakes no obligation to replace publicly any forward-looking statements for any cause after the date of this press launch or to evolve these statements to precise outcomes or to modifications within the Firm’s expectations.

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