ETSY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 13, 2018 0% Convertible Senior Notes due 2023Indenture • March 14th, 2018 • Etsy Inc • Services-business services, nec • New York
INDENTURE dated as of March 13, 2018 between ETSY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Etsy, Inc. $300,000,000 0% Convertible Senior Notes due 2023 Purchase AgreementPurchase Agreement • March 14th, 2018 • Etsy Inc • Services-business services, nec • New York
Etsy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of $300,000,000 principal amount of the Company’s 0% Convertible Senior Notes due 2023 (the “Firm Securities”) and, at the election of the Purchasers, up to an aggregate of $45,000,000 additional principal amount of such 0% Convertible Senior Notes due 2023 (the “Optional Securities”) as provided in Section 2(b). The Firm Securities and any Optional Securities that the Purchasers elect to purchase pursuant to Section 2 hereof are collectively called the “Securities.” The Securities will be convertible into cash, shares of the Company’s common stock, par value $0.001 per share (such shares, the “Underlying
