rdfn-20201015

Delaware

001-38160

74-3064240

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1099 Stewart Street

Suite 600

Seattle

98101

(Address of principal executive offices)

(Zip Code)

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))


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	RDFN	The Nasdaq Global Select Market


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.			☐

On October 20, 2020, we closed our offering of $661.25 million aggregate principal amount of 0% convertible senior notes due 2025 (the “Notes”). We sold the Notes to the initial purchaser of the Notes (the “Initial Purchaser”) in reliance on Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and expect for initial resales of the Notes by the Initial Purchaser to be to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “Offering”). The aggregate principal amount of the Notes includes the Initial Purchaser's full exercise of the $86.25 million option to purchase additional Notes.

We issued the Notes pursuant to an Indenture, dated as of October 20, 2020 (the “Indenture”) between us and Wells Fargo Bank, National Association, as trustee. The Notes are our general unsecured, senior obligations. The Notes will not bear regular cash interest, and the principal amount will not accrete. The Notes will mature on October 15, 2025, unless earlier converted, redeemed or repurchased.

The Notes are subject to redemption at our option on or after October 20, 2023 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The Notes may be redeemed in whole or in part so long as (in the case of partial redemption) at least $100 million principal amount of the Notes remains outstanding. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date.

The Indenture includes customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The following events are considered “events of default,” which may result in acceleration of the maturity of the Notes:

(2)default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

(3)our failure to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for a period of three business days;

(4)our failure to give a fundamental change notice, notice of a make-whole fundamental change or a notice of a specified corporate event at the time and in the manner provided in the Indenture;

(6)our failure for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of our agreements under the Notes or the Indenture;

(7)default by us or any of our significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there is then outstanding, or by

which there is then secured or evidenced, any indebtedness for money borrowed (other than non-recourse indebtedness, as defined in the Indenture) in excess of $60,000,000 (or its foreign currency equivalent) in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created:

(ii)constitutes a failure to pay the principal or interest of any such indebtedness in excess of $60,000,000 when due and payable in full at its stated maturity, upon required repurchase, upon acceleration or otherwise,

each only if such event of default shall be continuing upon the expiration of any applicable cure or notice period and regarding which no waiver or other dispensation is granted;

The Notes are convertible into cash, shares of our common stock or a combination of cash and shares, at our election, at an initial conversion rate of 13.7920 shares per $1,000 principal amount of the Notes, which is equal to an initial conversion price of approximately $72.51 per share. The conversion rate is subject to adjustment if certain events occur. Holders of the Notes who convert their Notes following certain corporate events or if we deliver a notice of redemption are, under certain circumstances, entitled to an increase in the conversion rate.

Holders of the Notes may convert all or a portion of their Notes prior to the close of business on the business day immediately preceding July 15, 2025, in integral multiples of $1,000 principal amount, only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day;

•during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate of the Notes on each such trading day;

In the event of a fundamental change, holders of the Notes may require us to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid special interest to, but excluding, the fundamental change date.

For purposes of describing the Notes and the Indenture, references to “we,” “our” and “us” refer only to Redfin Corporation and not to Redfin Corporation and its subsidiaries taken as a whole.

A copy of the Indenture and form of Note are filed as e xhibit 4.1 and e xhibit 4.2, respectively, to this report and are incorporated into this report by reference.

We expect to use approximately $107.4 million of the net proceeds of the Offering, together with 2,056,180 shares of our common stock (the "Exchange Shares"), to repurchase approximately $116.9 million aggregate principal amount of our 1.75% convertible senior notes due 2023 (the "2023 notes"), and pay accrued and unpaid interest thereon. We have issued a portion of the Exchange Shares, and expect to issue the remaining Exchange Shares, in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act, pursuant to exchange agreements we entered into with certain holders of the 2023 notes on October 15, 2020.

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.


Exhibit Number						Description
4.1						Indenture dated as of October 20, 2020, between Redfin Corporation and Wells Fargo Bank, National Association, as Trustee
4.2						Form of Convertible Senior Note due 2025 (included in exhibit 4.1)
104						Cover page interactive data file, submitted using inline XBRL


(206)			576-8333
Registrant's telephone number, including area code



(Former name, former address and former fiscal year, if changed since last report)