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MENLO PARK, CA, June 3, 2016 /CNW/ - Bessemer Venture Partners ("BVP") reported today that entities affiliated with it completed an "in kind" distribution of Class A subordinate voting shares ("Class A Shares") of Shopify Inc. ("Shopify") to its partners on June 2, 2016, such that BVP now collectively beneficially owns, controls and directs less than 10% of the outstanding Class A Shares of Shopify.
As previously disclosed, an affiliate of BVP, Deer VII & Co. Ltd. ("Deer Ltd."), through BVP VII Special Opportunity Fund L.P. ("BVP VII SOF"), Bessemer Venture Partners VII L.P. ("BVP VII") and Bessemer Venture Partners VII Institutional L.P. ("BVP VII INST", and together with BVP VII SOF and BVP VII, the "BVP Funds"), acquired control over 20,207,522 Class B multiple voting shares ("Class B Shares") of Shopify as a result of transactions completed prior to Shopify's initial public offering (the "IPO") on May 27, 2015. Deer Ltd. is the general partner of Deer VII & Co, L.P. ("Deer L.P."), which is the general partner of each of the BVP Funds.
Subsequent to the IPO, the Class B Shares held by the BVP Funds were converted into Class A Shares on a share-for-share basis in accordance with the articles of Shopify and each of the BVP Funds have distributed Class A Shares to their partners (including Deer L.P., who has subsequently distributed such shares to its limited partners) on an "in kind" basis. As a result of this conversion and these distributions, as of, June 1, 2016, the date immediately prior to the date of the distribution that is the subject of this press release, Deer Ltd., through the BVP Funds' direct holdings, beneficially owned, controlled and directed 7,072,634 Class A Shares of Shopify, representing in aggregate 11.06% of the issued and outstanding Class A Shares of Shopify (calculated based on the 63,964,613 Class A Shares reported by Shopify as being outstanding as of April 29, 2016).
On June 2, 2016, the BVP Funds completed a further "in kind" distribution of Class A Shares to their partners (including Deer L.P., who subsequently distributed such shares to its limited partners) (collectively, the "Distributions"). As a result of the Distributions: (a) BVP VII SOF disposed of an aggregate of 1,091,205 Class A Shares (with its ownership decreasing from 3,819,219 Class A Shares to 2,728,014 Class A Shares), resulting in a decrease in percentage of the outstanding Class A Shares beneficially owned by BVP VII SOF, or over which BVP VII SOF had direction or control, of 1.71% (from 5.97% to 4.26%), (b) BVP VII disposed of an aggregate of 646,642 Class A Shares (with its ownership decreasing from 2,263,246 Class A Shares to 1,616,604 Class A Shares), resulting in a decrease in percentage of the outstanding Class A Shares beneficially owned by BVP VII, or over which BVP VII had direction or control of, 1.01% (from 3.54% to 2.53%) and (c) BVP VII INST disposed of an aggregate of 282,905 Class A Shares (with its ownership decreasing from 990,169 Class A Shares to 707,264 Class A Shares), resulting in a decrease in percentage of the outstanding Class A Shares beneficially owned by BVP VII INST, or over which BVP VII INST had direction or control, of 0.44% (from 1.55% to 1.11%). As a result of the dispositions by the BVP Funds described above, Deer Ltd.'s beneficial ownership of Class A Shares decreased by an aggregate of 2,020,752 Class A Shares (from 7,072,634 Class A Shares to 5,051,882 Class A Shares), resulting in a decrease in percentage of the outstanding Class A Shares beneficially owned by Deer Ltd., or over which Deer Ltd. had direction or control of, of 3.16% (from 11.06% to 7.90%).
The Distributions were for no consideration. The closing price of the Class A Shares on the Toronto Stock Exchange on the date of the Distributions was $39.12 per Class A Share.
BVP is a venture capital fund that invests funds on behalf of its partners in start-up companies around the world in sectors such as cloud computing, cybersecurity, consumer internet and healthcare. The purpose of the Distributions was to provide the partners of the BVP Funds with the Class A Shares in accordance with the terms of their partnership agreements. BVP holds the remainder of its Class A Shares for investment purposes. BVP continually reviews its investment alternatives and may acquire or dispose of securities of Shopify from time to time in accordance with applicable laws. In particular, BVP may, depending on market and other conditions, further decrease its ownership of Class A Shares over time, whether in the open market, by further distributions to its partners, by privately negotiated agreements or otherwise.
This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by BVP in connection with the transactions described herein will be available on Shopify's SEDAR profile at www.sedar.com, and can also be obtained by contacting the Ed Colloton of BVP at the telephone number listed below.
Shopify is located at 150 Elgin Street, 8th Floor, Ottawa, Ontario K2P 1L4. The address of Deer Ltd., Deer L.P. and the BVP Funds is 1865 Palmer Avenue, Suite 104 Larchmont, New York 10538.
ABOUT BESSEMER VENTURE PARTNERS
Bessemer Venture Partners invests in early-stage, hyper-growth startups, partnering closely with entrepreneurs to build durable businesses. BVP is a global firm with offices in Menlo Park, Cambridge, New York, Bangalore, and Herzliya. With $4 billion under management, BVP invests anywhere from $100,000 to $75 million in innovative companies like Pinterest, Twitch, Box, LinkedIn, Shopify, Yelp, Skybox and Skype. More than 100 BVP companies have gone public and in the last three years alone, BVP has had 37 exits (IPO and M&A) and made new investments in more than 70 companies. Learn more at www.bvp.com or on Twitter @BessemerVP.
SOURCE Bessemer Venture Partners
For further information: Ed Colloton, Tel.: 1-914-833-5300, E-mail: [email protected]