LONDON — Farfetch has further boosted its liquidity in these uncertain times, raising an extra $350 million in debt through the issue of convertible senior notes due in 2027. Earlier this year, the company had tapped Tencent and Dragoneer Investment Group for $250 million, via a similar debt issue.
The fashion tech platform launched this latest offering on Monday and said the notes, which carry an annual interest rate of 3.75 percent, were issued via a private placement to institutional buyers. The offering, which garnered more interest than originally expected, according to Farfetch, is set to close on April 30, subject to customary closing conditions.
Farfetch said it estimates the net proceeds from the offering will be approximately $340.7 million after deducting the initial purchasers’ discount and estimated offering expenses payable by Farfetch. It intends to use the net proceeds from the sale for “general corporate purposes.”
The notes will be senior, unsecured obligations of Farfetch and will accrue interest payable semiannually in arrears on May 1 and Nov. 1 of each year, beginning on Nov. 1, 2020. The notes will mature on May 1, 2027, unless earlier converted, repurchased or redeemed, the company said.
The initial conversion rate will be 61.9867 of Farfetch’s Class A ordinary shares per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $16.13 per share, a premium of approximately 35 percent over the last reported sale price of Farfetch’s Class A ordinary shares on the New York Stock Exchange on April 27.
The notes will be convertible into cash, Farfetch’s Class A ordinary shares, or a combination of cash and Farfetch’s Class A ordinary shares, at Farfetch’s election. Farfetch said it may redeem the notes for cash at any time prior to maturity if certain tax-related events occur.
As reported in January, the fashion retail platform issued convertible senior notes in an aggregate principal amount of $250 million to Tencent and Dragoneer Investment Group.
Tencent, the global technology company headquartered in Shenzhen, China, committed to purchasing $125 million of the notes, while the San Francisco-based investment firm Dragoneer bought the remaining $125 million.
At the time, Farfetch said financing would supplement its current liquidity position. As of Dec. 31, the company’s cash and cash equivalents balance amounted to approximately $320 million.
Back in January, the firm added that the additional capital would also support Farfetch’s “long-term strategy of delivering a global technology platform for the luxury fashion industry, and facilitates the company’s continued focus on executing its growth plans, including in the key China market, and driving toward operational profitability.”
On Tuesday, analysts at Cowen said they are projecting more than 40 months of liquidity, including the new $350 million of convertible senior notes about to be issued. In a moment of crisis like this, cash is king for every company large and small. Cowen puts Farfetch’s total liquidity at $760 million.
Cowen is bullish on Farfetch generally: It is modeling low double-digit percentage gross merchandise value growth for fiscal 2020 versus luxury sector trends of minus 20 percent, or worse.
Despite the coronavirus disruption, Cowen believes the company is still on track to be EBITDA positive by fiscal 2021 and is “well-positioned to capitalize on a myriad of structural benefits in the luxury sector.”
It also said the financial impact of COVID-19 will be more moderate for Farfetch versus the luxury industry average, “given its e-concession online market place business model, globally distributed supply chain and ample liquidity position. Recent trends in China have been encouraging and we expect trends in the U.S. and Europe to improve,” the report said.
The risk is that the overall luxury environment could be more promotional as stores reopen, and Farfetch may not be completely immune, despite its strategy to reduce promotional activity.