false
0001070235
0001070235
2024-01-24
2024-01-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 24, 2024
BlackBerry
Limited
(Exact name of registrant as
specified in its charter)
Canada
(State or other jurisdiction
of incorporation) |
001-38232
(Commission
File Number) |
98-0164408
(IRS Employer
Identification No.) |
2200 University Ave East
Waterloo Ontario Canada
N2K0A7
(Address of principal executive offices)
(519) 888-7465
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares |
BB |
New York Stock Exchange |
Common Shares |
BB |
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On January 24, 2024, BlackBerry Limited issued
a press release announcing the pricing of $175 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2029 (the
“notes”) in a private offering. The notes are being offered only to persons reasonably believed to be qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.
A copy of the press release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
January 25, 2024
|
By: |
/s/ Steve Rai |
|
Name: Steve Rai |
|
Title: Chief Financial Officer |
Exhibit 99.1
BlackBerry Announces Pricing of Upsized Private Offering of $175 Million of
3.00% Convertible Senior Notes
Waterloo, Ontario – January 24, 2024 (BUSINESS
WIRE) – BlackBerry Limited (NYSE: BB; TSX: BB) (“BlackBerry”) announced today the pricing of its private offering
of $175 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2029 (the “notes”) at
an approximately 32.50% conversion premium to the closing share price of $2.93 on The New York Stock Exchange on
January 24, 2024. The notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to prospectus
exemptions in Canada and other jurisdictions. BlackBerry also granted the initial purchasers of the notes the option to purchase,
within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25 million
aggregate principal amount of the notes. The offering was upsized from the previously announced offering of $160 million aggregate
principal amount of notes. The closing of the offering is expected to occur on
January 29, 2024, subject to customary closing conditions, including approval from the Toronto Stock Exchange.
BlackBerry estimates that the net proceeds from the offering will be
approximately $169.6 million (or approximately $194.0
million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated offering
expenses payable by BlackBerry. BlackBerry intends to use the net proceeds from the offering of the notes to fund the repayment
or repurchase of its outstanding $150 million aggregate principal amount of 1.75% extendible convertible unsecured debentures due February 15,
2024 (the “Existing Debentures”) and the remainder for general corporate purposes.
The notes will be BlackBerry’s general unsecured obligations,
ranking senior to BlackBerry’s obligations under the Existing Debentures. The notes will bear interest at a rate of 3.00% per
year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2024, and the
notes will mature on February 15, 2029, unless earlier converted, redeemed or repurchased. The
initial conversion rate of the notes is 257.5826 common shares per $1,000 principal
amount of the notes, which is equivalent to an initial conversion price of approximately $3.88 per
common share, representing a premium of approximately 32.50% over the closing share price
of $2.93 on The New York Stock Exchange on January 24, 2024.
Prior to the close of business on the business day immediately preceding November 15, 2028,
the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until
the close of business on the second scheduled trading day immediately preceding February 15, 2029.
BlackBerry may satisfy any conversions of the notes by paying or delivering, as the case may be, cash, its common shares or a combination
of cash and its common shares, at BlackBerry’s election (or, in the case of any notes called for redemption that are converted during
the related redemption period, solely its common shares).
BlackBerry may not redeem the
notes prior to February 22, 2027, except in the event of certain tax law changes. On or after February 22, 2027, BlackBerry may redeem for cash all
or a portion of the notes, at Blackberry’s election, if the last reported sale price of Blackberry’s common shares has been
at least 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during any 30 consecutive
trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the
date on which BlackBerry provides notice of redemption at a cash redemption price equal to 100% of the aggregate principal amount of
the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If BlackBerry undergoes a fundamental
change (as defined in the indenture governing the notes), subject to certain conditions, BlackBerry will be required to make an offer
to repurchase for cash all of the outstanding notes (or any portion thereof that a holder determines to sell to BlackBerry) at a repurchase
price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change repurchase date. In connection with certain corporate events or if BlackBerry calls the notes for redemption,
BlackBerry will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their notes in connection
with such corporate event or convert their notes called for redemption.
The offer and sale of the notes and the common shares issuable upon
conversion of the notes, if any, have not been registered under the Securities Act or any state securities laws. Unless a subsequent sale
is registered under the Securities Act, the notes and the common shares issuable upon conversion of the notes, if any, may only be offered
or sold in the United States in a transaction that is exempt from, or in a transaction not subject to, the registration requirements of
the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction. Any offers of the notes will be made only to persons reasonably believed to be qualified institutional buyers by means
of a private offering memorandum in accordance with Rule 144A under the Securities Act. The notes will be offered in Canada and other
jurisdictions under available prospectus exemptions.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software
and services to enterprises and governments around the world. The company secures more than 500M endpoints including in over 235M vehicles.
Based in Waterloo, Ontario, the company leverages AI and machine learning to deliver innovative solutions in the areas of cybersecurity,
safety and data privacy solutions, and is a leader in the areas of endpoint security management, encryption, and embedded systems. BlackBerry’s
vision is clear - to secure a connected future you can trust.
BlackBerry. Intelligent Security. Everywhere.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, including, among others:
the potential exercise of the initial purchasers’ option to purchase additional notes; the expected timing of the closing of the
offering of the notes; and the expected use of the net proceeds from the sale of the notes, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements are
often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,”
“may,” “will,” “intends,” “plans,” “should,” or “anticipates,”
and similar expressions. All forward-looking statements in this press release are based on current expectations, forecasts, estimates
and assumptions made by BlackBerry in light of its experience and its perception of historical trends, current conditions and expected
future developments, as well as other factors that BlackBerry believes are appropriate in the circumstances, and involve risks, uncertainties
and other factors that could cause actual results, performance or achievements to differ materially from those expressed in or implied
by the forward-looking statements.
Additional factors that could cause results to differ materially from
those projected in the forward-looking statements are contained in BlackBerry’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, including in the “Cautionary Note Regarding Forward-Looking Statements” section of BlackBerry’s
MD&A (copies of which may be obtained at www.sedarplus.ca or www.sec.gov). All of these factors should be considered carefully, and
readers should not place undue reliance on BlackBerry’s forward-looking statements. Forward-looking statements are intended to enable
BlackBerry’s shareholders to view the anticipated performance and prospects of BlackBerry from management’s perspective at
the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described
above, as well as difficulties in forecasting BlackBerry’s financial results and performance for future periods, particularly over
longer periods, given changes in technology and BlackBerry’s business strategy, evolving industry standards, intense competition
and short product life cycles that characterize the industries in which BlackBerry operates. BlackBerry has no intention and undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com
v3.23.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Grafico Azioni BlackBerry (NYSE:BB)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni BlackBerry (NYSE:BB)
Storico
Da Giu 2023 a Giu 2024