Obligation 2U Corp 2.25% ( US90214JAB70 ) en USD

2U Corp

29.5 % ▼

Etas-Unis

US90214JAB70 ( en USD )

2.25% par an ( paiement semestriel )

01/05/2025 - Obligation échue

Prospectus brochure de l'obligation 2U Inc US90214JAB70 en USD 2.25%, échue

1 000 USD

330 000 000 USD

90214JAB7

2U, Inc. est une société américaine de technologie éducative qui fournit des services de plateforme technologique et de services de gestion aux universités et aux institutions d'enseignement supérieur pour la création et la diffusion de programmes d'enseignement à distance et en ligne.

L'Obligation émise par 2U Corp ( Etas-Unis ) , en USD, avec le code ISIN US90214JAB70, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2025

EX-4.1 2 tm2016794d1_ex4-1.htm EXHIBIT 4.1
Exhibit 4.1
2U, INC.
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
INDENTURE
Dated as of April 23, 2020
2.25% Convertible Senior Notes due 2025

TABLE OF CONTENTS
Page
Article 1 Definitions; Rules of Construction
1
Section 1.01. Definitions
1
Section 1.02. Other Definitions
13
Section 1.03. Rules of Construction
13
Article 2 The Notes
14
Section 2.01. Form, Dating and Denominations
14
Section 2.02. Execution, Authentication and Delivery.
14
Section 2.03. Initial Notes and Additional Notes
15
Section 2.04. Method of Payment
16
Section 2.05. Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day
16
Section 2.06. Registrar, Paying Agent and Conversion Agent
17
Section 2.07. Paying Agent and Conversion Agent to Hold Property in Trust
18
Section 2.08. Holder Lists
18
Section 2.09. Legends
18
Section 2.10. Transfers and Exchanges; Certain Transfer Restrictions
19
Section 2.11. Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased
24
Section 2.12. Removal of Transfer Restrictions
25
Section 2.13. Replacement Notes
25
Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes
26
Section 2.15. Cancellation
26
Section 2.16. Notes Held by the Company or its Affiliates
26
Section 2.17. Temporary Notes
26
Section 2.18. Outstanding Notes
27
Section 2.19. Repurchases by the Company
28
Section 2.20. CUSIP and ISIN Numbers
28
Article 3 Covenants
28
Section 3.01. Payment on Notes
28
Section 3.02. Exchange Act Reports
28
Section 3.03. Rule 144A Information
29
Section 3.04. Additional Interest
29
Section 3.05. Compliance and Default Certificates
30
Section 3.06. Stay, Extension and Usury Laws
30
Section 3.07. Notes Acquired by the Company
30

Section 3.08. Existence
30
Article 4 Repurchase and Redemption
31
Section 4.01. No Sinking Fund
31
Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change
31
Section 4.03. Right of the Company to Redeem the Notes
35
i

Article 5 Conversion
38
Section 5.01. Right to Convert
38
Section 5.02. Conversion Procedures
42
Section 5.03. Settlement upon Conversion
44
Section 5.04. Reserve and Status of Common Stock Issued upon Conversion
46
Section 5.05. Adjustments to the Conversion Rate
47
Section 5.06. Voluntary Adjustments
58
Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change
58
Section 5.08. Exchange in Lieu of Conversion
59
Section 5.09. Effect of Common Stock Change Event
60
Article 6 Successors
62
Section 6.01. When the Company May Merge, Etc.
62
Section 6.02. Successor Corporation Substituted
62
Article 7 Defaults and Remedies
63
Section 7.01. Events of Default
63
Section 7.02. Acceleration
65
Section 7.03. Sole Remedy for a Failure to Report
65
Section 7.04. Other Remedies
66
Section 7.05. Waiver of Past Defaults
66
Section 7.06. Control by Majority
67
Section 7.07. Limitation on Suits
67
Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion
Consideration
67
Section 7.09. Collection Suit by Trustee
68
Section 7.10. Trustee May File Proofs of Claim
68
Section 7.11. Priorities
68
Section 7.12. Undertaking for Costs
69
Article 8 Amendments, Supplements and Waivers
69
Section 8.01. Without the Consent of Holders
69
Section 8.02. With the Consent of Holders
70
Section 8.03. Notice of Amendments, Supplements and Waivers
71
Section 8.04. Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.
71
Section 8.05. Notations and Exchanges
72
Section 8.06. Trustee to Execute Supplemental Indentures
72
Article 9 Satisfaction and Discharge
72
Section 9.01. Termination of Company's Obligations
72

Section 9.02. Repayment to Company
73
Section 9.03. Reinstatement
73
ii

Article 10 Trustee
73
Section 10.01. Duties of the Trustee
73
Section 10.02. Rights of the Trustee
75
Section 10.03. Individual Rights of the Trustee
76
Section 10.04. Trustee's Disclaimer
76
Section 10.05. Notice of Defaults
76
Section 10.06. Compensation and Indemnity
76
Section 10.07. Replacement of the Trustee
77
Section 10.08. Successor Trustee by Merger, Etc.
78
Section 10.09. Eligibility; Disqualification
78
Article 11 Miscellaneous
79
Section 11.01. Notices
79
Section 11.02. Delivery of Officer's Certificate and Opinion of Counsel as to Conditions Precedent
81
Section 11.03. Statements Required in Officer's Certificate and Opinion of Counsel
81
Section 11.04. Rules by the Trustee, the Registrar, the Paying Agent and the Conversion Agent
81
Section 11.05. No Personal Liability of Directors, Officers, Employees and Stockholders
81
Section 11.06. Governing Law; Waiver of Jury Trial
81
Section 11.07. Submission to Jurisdiction
82
Section 11.08. No Adverse Interpretation of Other Agreements
82
Section 11.09. Successors
82
Section 11.10. Force Majeure
82
Section 11.11. U.S.A. PATRIOT Act
83
Section 11.12. Calculations
83
Section 11.13. Severability
83
Section 11.14. Counterparts
83
Section 11.15. Table of Contents, Headings, Etc.
83
Section 11.16. Withholding Taxes
84
Section 11.17. Foreign Account Tax Compliance Act (FATCA)
84
Exhibits
Exhibit A: Form of Note
A-1
Exhibit B-1: Form of Restricted Note Legend
B1-1
Exhibit B-2: Form of Global Note Legend
B2-1
Exhibit B-3: Form of Non-Affiliate Legend
B3-1
iii

INDENTURE, dated as of April 23, 2020, between 2U, Inc., a Delaware corporation, as issuer (the "Company"), and Wilmington
Trust, National Association, a national banking association, as trustee (the "Trustee").
Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of
the Holders (as defined below) of the Notes (as defined below).
Article 1 DEFINITIONS; RULES OF CONSTRUCTION
S
1.01.
D
.
"Additional Interest" means any interest that accrues on any Note pursuant to Section 3.04.
"Affiliate" has the meaning set forth in Rule 144 as in effect on the Issue Date.
"Authorized Denomination" means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral
multiple of $1,000 in excess thereof.
"Bankruptcy Law" means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.
"Bid Solicitation Agent" means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)
(2) and the definition of "Trading Price." The initial Bid Solicitation Agent on the Issue Date will be the Company; provided, however, that the
Company may appoint any other Person (including itself or any of its Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue
Date without prior notice to the Holders.
"Board of Directors" means the board of directors of the Company or a committee of such board duly authorized to act on behalf of
such board.
"Business Day" means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is
authorized or required by law or executive order to close or be closed.
"Capital Stock" of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or
other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.
"Close of Business" means 5:00 p.m., New York City time.
"Common Equity" of any Person means capital stock of such Person that is generally entitled to (A) vote in the election of directors of
such Person or (B) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers
or others that will control the management or policies of such Person.
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"Common Stock" means the common stock, $0.001 par value per share, of the Company, subject to Section 5.09.
"Company" means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and
assigns.
"Company Order" means a written request or order signed on behalf of the Company by one of its Officers and delivered to the
Trustee.
"Conversion Date" means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to
convert such Note are satisfied, subject to the provisions described in Section 5.03(C).
"Conversion Price" means, as of any time, an amount equal to (A) $1,000 divided by (B) the Conversion Rate in effect at such time.
"Conversion Rate" initially means 35.3773 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that the
Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate as of
a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately
after the Close of Business on such date.
"Conversion Share" means any share of Common Stock issued or issuable upon conversion of any Note.
"Daily Cash Amount" means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount;
and (B) the Daily Conversion Value for such VWAP Trading Day.
"Daily Conversion Value" means, with respect to any VWAP Trading Day, 1/40th of the product of (A) the Conversion Rate on such
VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.
"Daily Maximum Cash Amount" means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the
Specified Dollar Amount applicable to such conversion by (B) 40.
"Daily Share Amount" means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the
Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such
VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion
Value does not exceed such Daily Maximum Cash Amount.
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"Daily VWAP" means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed
under the heading "Bloomberg VWAP" on Bloomberg page "TWOU <EQUITY> AQR" (or, if such page is not available, its equivalent
successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on
such VWAP Trading Day (or, if such volume- weighted average price is unavailable, the market value of one share of Common Stock on such
VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking
firm selected by the Company, which may include any of the Initial Purchasers). The Daily VWAP will be determined without regard to after-
hours trading or any other trading outside of the regular trading session.
"Default" means any event that is (or, after notice, passage of time or both, would be) an Event of Default.
"Default Settlement Method" means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however, that the Company may, from time to time, change the Default Settlement Method by sending written notice of the
new Default Settlement Method to the Holders, the Trustee and the Conversion Agent, subject to Section 5.03(A).
"De-Legending Deadline Date" means, with respect to any Note, the 15th calendar day after the Free Trade Date of such Note;
provided, however, that if such 15th calendar day is after a Regular Record Date and on or before the next Interest Payment Date, then the De-
Legending Deadline Date for such Note will be the Business Day immediately after such Interest Payment Date.
"Depositary" means The Depository Trust Company or its successor.
"Depositary Participant" means any member of, or participant in, the Depositary.
"Depositary Procedures" means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any
beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.
"Ex-Dividend Date" means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares
of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend
or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any
alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP
number will not be considered "regular way" for this purpose.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"Exempted Fundamental Change" means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the
Company does not offer to repurchase any Notes.
"Free Trade Date" means, with respect to any Note, the date that is one year after the Last Original Issue Date of such Note.
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"Freely Tradable" means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred
pursuant to Rule 144 if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the
immediately preceding three months, without any requirements as to volume, manner of sale, availability of current public information or notice
under the Securities Act (except that, during the six-month period beginning on, and including, the date that is six months after the Last Original
Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the same is satisfied at
that time), provided, however, that from and after the Free Trade Date of such Note, such Note will not be Freely Tradable unless such Note (x) is
not identified by a "restricted" CUSIP or ISIN number; and (y) is not represented by any certificate that bears a Restricted Note Legend. For the
avoidance of doubt, whether a Note is deemed to be identified by a "restricted" CUSIP or ISIN number or to bear the Restricted Note Legend is
subject to Section 2.12.
"Fundamental Change" means any of the following events:
(A) a "person" or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) (other than (x) the Company, (y) its Wholly
Owned Subsidiaries or (z) any employee benefit plans of the Company or its Wholly Owned Subsidiaries files any report with the SEC indicating
that such person or group has become the direct or indirect "beneficial owner" (as defined below) of shares of the Company's Common Equity
representing more than 50% of the voting power of all of the Company's then-outstanding Common Equity, unless such beneficial ownership
arises solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules
and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the
Exchange Act;
(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to the Company or one or more of the
Company's Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of
merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common
Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided,
however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly
"beneficially owned" (as defined below) all classes of the Company's Common Equity immediately before such transaction directly or indirectly
"beneficially own," immediately after such transaction, more than 50% of all classes of Common Equity of the surviving, continuing or acquiring
company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before
such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);
(C) the Company's stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or
(D) the Common Stock ceases to be listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq
Global Select Market (or any of their respective successors);
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