Affirm Holdings, Inc. Declares 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”) in the present day 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 an extra $120 million mixture principal quantity of the Notes on the identical phrases and situations. The sale of the Notes to the preliminary purchasers is anticipated to decide on 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 might 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 a minimum of 130% of the conversion worth for a specified time frame.

Holders of the Notes could have the correct to require Affirm to repurchase all or a portion of their Notes upon the incidence of a “basic change” in money at a basic change repurchase worth of 100% of their principal quantity plus accrued and unpaid curiosity to, however not together with, the elemental change repurchase date. Following sure company occasions or if Affirm calls the Notes for redemption, Affirm will, underneath 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 might 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 International Choose Market on December 17, 2024). Previous to the shut of enterprise on the enterprise day instantly previous September 15, 2029, the Notes might be convertible on the possibility of the holders of the Notes solely upon the satisfaction of specified situations and through sure durations. 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 might 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 mixture 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 mixture principal quantity of the Notes being transformed.

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Affirm estimates that the web proceeds from the Providing might be roughly $785.2 million (or roughly $903.1 million if the preliminary purchasers train their choice to buy extra Notes in full), after deducting charges and estimated bills. Affirm expects to make use of the web proceeds from the Providing, along with money 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 way of one of many preliminary purchasers of the Notes or its affiliate. Affirm may repurchase extra 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 about $250.0 million in money concurrently with the Providing in privately negotiated transactions effected with or by way of 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 varied derivatives with respect to Affirm’s Class A typical inventory (together with coming 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, may 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 provided 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 not predict the magnitude of such market exercise or such share repurchases or the general impact they’ll have on the worth of the Notes provided within the Providing or Affirm’s Class A typical inventory.

As well as, any share repurchases following this Providing may have an effect on the market worth of the Notes and, if performed throughout an statement interval for the conversion of any Notes, may have an effect on the quantity and worth of the consideration that’s due upon such conversion. Nonetheless, Affirm doesn’t have a licensed 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 shouldn’t be a suggestion to repurchase the 2026 notes or Affirm’s Class A typical inventory and the Providing of the Notes shouldn’t be contingent upon the repurchase of the 2026 notes or the repurchase of Affirm’s Class A typical inventory.

The Notes had been provided solely to individuals moderately believed to be certified institutional consumers pursuant to Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act”). The provide 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 underneath the Securities Act or the securities legal guidelines of another jurisdiction, and until so registered, the Notes and such shares, if any, is probably not provided or offered 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 provide 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 provide, solicitation, or sale could be illegal previous to the registration or qualification thereof underneath 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 type of fee community – one based mostly on belief, transparency and placing individuals first – we empower thousands and thousands of shoppers to spend and save responsibly, and provides hundreds of companies the instruments to gasoline progress. In contrast to most bank cards and different pay-over-time choices, we by no means cost any late or hidden charges. Comply with Affirm on social media: LinkedIn | Instagram | Fb | X.

Cautionary Notice About Ahead-Wanting Statements

This press launch comprises forward-looking statements inside the which 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 truth 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 comparable to “anticipate,” “consider,” “proceed,” “may,” “design,” “estimate,” “count on,” “intend,” “could,” “plan,” “doubtlessly,” “predict,” “challenge,” “ought to,” “will,” “would,” or the unfavorable of those phrases or different related expressions.

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Ahead-looking statements are based mostly on administration’s beliefs and assumptions and on info at the moment accessible. These forward-looking statements are topic to quite a lot of recognized and unknown dangers, uncertainties and assumptions, together with dangers described underneath “Danger Elements” within the providing memorandum for the Providing, the Firm’s Annual Report on Kind 10-Ok for the fiscal 12 months ended June 30, 2024 and the Firm’s Quarterly Report on Kind 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 motive after the date of this press launch or to adapt these statements to precise outcomes or to adjustments within the Firm’s expectations.

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