SAN FRANCISCO - Hims & Hers Health, Inc. (NYSE:HIMS) announced today its intention to offer $300 million in convertible senior notes due 2032 in a private placement to qualified institutional buyers. The company will grant initial purchasers an option to buy an additional $45 million in notes.
The notes will be senior, unsecured obligations that accrue interest payable semi-annually and mature on June 1, 2032. Noteholders can convert their notes under certain circumstances, with Hims & Hers settling conversions through cash, shares of Class A common stock, or a combination of both.
The company stated it intends to use proceeds to preserve financial flexibility while executing its international expansion strategy, including the proposed acquisition of Eucalyptus, expected to close in mid-2026 subject to customary closing conditions. Additional proceeds will fund investments in technology and fulfillment infrastructure, as well as AI capabilities. According to financial data, the company operates with a moderate debt level and maintains cash flows that sufficiently cover interest payments. While the company wasn't profitable over the last twelve months, analysts predict it will achieve profitability this year.
The notes will be redeemable for cash at the company's option starting June 6, 2029, but only if the Class A common stock price exceeds 130% of the conversion price for a specified period and other conditions are met. The redemption price equals the principal amount plus accrued interest. If certain corporate events constituting a fundamental change occur, noteholders may require Hims & Hers to repurchase their notes for cash at the principal amount plus accrued interest.
The offering has not been registered under the Securities Act of 1933 and will be sold pursuant to an exemption from registration requirements. Interest rates, initial conversion rates and other terms will be determined at pricing.
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