An anonymous director reports

BLACKBERRY ANNOUNCES PRICING OF UPSIZED PRIVATE OFFERING OF $175 MILLION OF 3.00% CONVERTIBLE SENIOR NOTES

BlackBerry Ltd. has priced its private offering of $175-million aggregate principal amount of its 3.00 per cent convertible senior notes due 2029 at an approximately 32.50-per-cent conversion premium to the closing share price of $2.93 on the New York Stock Exchange on Jan. 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, 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 Jan. 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 finance the repayment or repurchase of its outstanding $150-million aggregate principal amount of 1.75 per cent extendable convertible unsecured debentures due Feb. 15, 2024, and the rest 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 cent per year, payable semi-annually in arrears on Feb. 15 and Aug. 15 of each year, beginning on Aug. 15, 2024, and the notes will mature on Feb. 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 per cent over the closing share price of $2.93 on the New York Stock Exchange on Jan. 24, 2024. Prior to the close of business on the business day immediately preceding Nov. 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 Feb. 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 Feb. 22, 2027, except in the event of certain tax law changes. On or after Feb. 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 per cent 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 per cent 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 per cent 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.

About BlackBerry Ltd.

BlackBerry (New York Stock Exchange: BB and Toronto Stock Exchange: BB) provides intelligent security software and services to enterprises and governments around the world. The company's software powers over 235 million vehicles. Based in Waterloo, Ont., the company leverages artificial intelligence 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 end point security management, encryption and embedded systems. BlackBerry's vision is clear: to secure a connected future you can trust.

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