Backblaze proposes $150M convertible notes offering due 2031

Backblaze, Inc. (NASDAQ: BLZE) announced a proposed private offering of $150 million in aggregate principal amount of Convertible Senior Notes due 2031, to be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also expects to grant initial purchasers a 13-day option to buy up to an additional $22.5 million in notes to cover any over-allotments. BofA Securities is acting as lead bookrunner for the offering.

The notes will be senior, unsecured obligations convertible into cash, shares of Backblaze's Class A common stock, or a combination of both, at the company's election. The interest rate, initial conversion rate, and other terms will be set at pricing.

Backblaze said it intends to use a portion of the proceeds to fund capped call transactions intended to reduce potential dilution to its Class A common stock upon conversion of the notes. The remainder is earmarked for general corporate purposes and capital expenditures.

In connection with the capped call transactions, counterparties are expected to purchase Backblaze Class A shares and enter into derivative transactions around the time of pricing, activity that could influence the market price of the stock or the notes.

The notes and any shares issuable upon conversion have not been registered under the Securities Act and may not be offered or sold in the United States absent an applicable exemption from registration requirements.

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