Goodwin’s Capital Markets team advised the initial purchasers on Lyft’s Rule 144A offering of 0.625% Convertible Senior Notes due 2029. The $460 million offering included the full exercise of the initial purchasers’ option to purchase $60 million in additional notes. The initial conversion price of the notes represents a premium of approximately 32.5% to the last reported sale price of Lyft’s common stock on the pricing date (the “reference price”). In connection with the offering, Lyft and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes, to synthetically increase the conversion price to 100% above the reference price. Additionally, Lyft used a portion of the net proceeds from the offering to repurchase approximately $356.8 million of its 1.50% Convertible Senior Notes due 2025 and approximately $50 million of cash on hand to repurchase shares of its common stock, in each case, concurrent with the offering of new notes.

Lyft (Nasdaq: LYFT) is one of the largest transportation networks in North America, bringing together rideshare, bikes, and scooters all in one app. Lyft is customer-obsessed and driven by its purpose: getting riders out into the world so they can live their lives together, and providing drivers a way to work that gives them control over their time and money.

Goodwin’s product team consisted of Jim Barri, John Servidio, Patrick Wilson, Adam Fovent and Sarah Hamad. The debt capital markets and corporate team consisted of Kim de Glossop, Patty Shields and Harper Vincent. The regulatory and specialist teams consisted of Tim Holahan and Ana Victoria Alvarado (Employment); Stephen Charkoudian and Shira Borzak (IP); Omer Tene and Karl Dragosz (Privacy); Dan Karelitz and Garrett Gaughan (Tax); Caroline Bullerjahn and Viktors Dindzans (Litigation); Alexandra Lu (IP Litigation); and Richard Matheny (Global Trade).

For more information, please see Lyft’s pricing press release for the offering.