UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
In connection with the proposed global refinancing referred to in Item 8.01 below, Peloton Interactive, Inc. (the “Company”) has made available an investor presentation on its investor relations website. Such investor presentation can be accessed at https://investor.onepeloton.com/investor-relations.
The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
| Item 8.01 | Other Events. |
On May 20, 2024, the Company issued a press release to announce the launch of a global refinancing, pursuant to which it is proposing to offer (the “Offering”) $275.0 aggregate principal amount of convertible senior notes due 2029 (the “Notes”) and enter into a $1.0 billion five-year term loan facility (the “New Term Loan Facility”) and a $100.0 million five-year revolving credit facility (together with the New Term Loan Facility, the “New Credit Facilities”). The Notes will be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The Company intends to use the net proceeds of the Offering and the New Credit Facilities, together with cash on hand, to repurchase approximately $800.0 million aggregate principal amount of its 0.00% convertible senior notes due 2026 (the “Existing Notes”), to refinance its existing term loan and revolving credit facilities and to pay fees and expenses related thereto. The closing of the Offering, the entry into the New Credit Facilities and the repurchase of the Existing Notes are not cross-conditioned upon each other, except the entry into the New Credit Facilities is conditioned upon the repurchase of at least $800.0 million aggregate principal amount of the Existing Notes.
A copy of such press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release, dated May 20, 2024, announcing the launch of the proposed offering of the Notes and entry into the New Credit Facilities | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 20, 2024 | PELOTON INTERACTIVE, INC. | |||||
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By: | /s/ Tammy Albarrán | ||||
| Name: | Tammy Albarrán | |||||
| Title: | Chief Legal Officer | |||||