Form 8-K - Current report

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):

August 21, 2024

_________________________________________________________________________________

EVENTBRITE, INC.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________________________________


Delaware	001-38658	14-1888467
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

95 Third Street, 2nd Floor,

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

(415) 692-7779

(Registrant’s telephone number, include 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:


☐			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
Class A common stock, par value $0.00001 per share	EB	New York Stock Exchange LLC

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 August 21, 2024, Eventbrite, Inc. (the “Company”) announced that it had entered into separate, privately negotiated repurchase transactions (collectively, the “Repurchases”) with certain holders of the Company’s outstanding 5.000% Convertible Senior Notes due 2025 (the “2025 Notes”), pursuant to which the Company agreed to repurchase $120 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of approximately $120.2 million, which includes accrued and unpaid interest on such 2025 Notes. The Repurchases are expected to settle on or about August 22, 2024, subject to customary closing conditions. A copy of the press release announcing the Repurchases is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company had previously entered into capped call transactions with certain financial institutions in connection with the issuance of the 2025 Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements related to the 2025 Notes to be repurchased, the completion, timing and size of the Repurchases and the existing capped call transactions. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to the satisfaction of the closing conditions related to the Repurchases and market conditions, and those more fully described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Further information on potential risks that could affect forward looking statements will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these statements. Actual results could differ materially from those expressed or implied. All forward-looking statements are based on information and estimates available to the Company at the time of this Current Report on Form 8-K, and are not guarantees of future events. Except as required by law, the Company assumes no obligation to update publicly any forward looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated August 21, 2024.
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.



Date: August 21, 2024	EVENTBRITE, INC.

	By:	/s/ Julia Hartz
		Julia Hartz
		Chief Executive Officer

Eventbrite Announces Repurchase of a Portion of its Existing 5% Convertible Senior Notes due 2025

8/21/2024

SAN FRANCISCO — (BUSINESS WIRE) — Eventbrite, Inc. (NYSE: EB), a global marketplace for shared experiences, today announced that on August 21, 2024, Eventbrite entered into separate, privately negotiated repurchase transactions with a limited number of holders of its existing 5.000% Convertible Senior Notes due 2025. In accordance with these transactions, the company expects to repurchase $120 million in aggregate principal amount of the 2025 Notes for aggregate cash consideration of approximately $120.2 million. The amounts paid to repurchase the 2025 Notes include accrued and unpaid interest of approximately $1.4 million. The repurchase transactions are expected to settle on or about August 22, 2024, subject to customary closing conditions.

Upon completion of the above-mentioned repurchases, the aggregate principal amount of the 2025 Notes that will remain outstanding will be $30 million.

Eventbrite previously entered into capped call transactions with certain financial institutions in connection with the issuance of the 2025 Notes. All of these transactions are expected to remain in effect notwithstanding the repurchases.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the 2025 Notes in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Eventbrite

Eventbrite is a global events marketplace that serves event creators and event-goers in nearly 180 countries. Since its inception, Eventbrite has been at the center of the experience economy, transforming how people organize and attend events. The company was founded by Julia Hartz, Kevin Hartz and Renaud Visage, with a vision to build a self-service platform that would make it possible for anyone to create and sell tickets to live experiences. With over 300 million tickets distributed for over 5 million events in 2023, Eventbrite is where people worldwide discover new things to do or new ways to do more of what they love. Eventbrite has also earned industry recognition as a top employer with special designations that include a coveted spot on Fast Company’s prestigious The World’s 50 Most Innovative Companies and Fast Company’s Brands That Matter lists, the Great Place to Work® Award in the U.S., and Inc.'s Best-Led Companies honor.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements related to the 2025 Notes to be repurchased, the completion, timing and size of the repurchases and the existing capped call transactions. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to the satisfaction of the closing conditions related to the repurchases and market conditions, and those more fully described in Eventbrite’s filings with the Securities and Exchange Commission, including Eventbrite’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Further information on potential risks that could affect forward looking statements will be included in the subsequent periodic and current reports and other filings that Eventbrite makes with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these statements. Actual results could differ materially from those expressed or implied. All forward-looking statements are based on information and estimates available to Eventbrite at the time of this release, and are not guarantees of future events. Except as required by law, Eventbrite assumes no obligation to update any of the statements in this press release.

Contacts

Eventbrite Investor Relations

investors@eventbrite.com

Cover	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 21, 2024
Entity Registrant Name	EVENTBRITE, INC.
Entity Central Index Key	0001475115
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38658
Entity Tax Identification Number	14-1888467
Entity Address, Address Line One	95 Third Street, 2nd Floor,
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	692-7779
Title of 12(b) Security	Class A common stock, par value $0.00001 per share
Trading Symbol	EB
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false