Item 1.01. Entry into a Material Definitive Agreement.
Additional Convertible Notes
On
Additional Capped Call Transactions
In connection with the exercise of the Initial Purchasers' option to purchase
the additional notes, on
Copies of the additional call option confirmations with each of the Option Counterparties are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Additional Capped Call Transactions does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under the heading "Additional Convertible Notes" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
The additional notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The additional notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers" in accordance with Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the additional notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.
The Additional Capped Call Transactions were entered into by the Company with the Option Counterparties in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Company relied on this exemption from registration based in part on representations made by the Option Counterparties.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 10.1 Additional Call Option Confirmation, dated as ofApril 29, 2020 , between2U, Inc. andCitibank, N.A . 10.2 Additional Call Option Confirmation, dated as ofApril 29, 2020 , between2U, Inc. andMorgan Stanley & Co. LLC . 10.3 Additional Call Option Confirmation, dated as ofApril 29, 2020 , between2U, Inc. andCredit Suisse Capital LLC . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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