Snap Inc. (NYSE: SNAP) announced today that it intends to offer, subject to market conditions and other factors, $650 million aggregate principal amount of convertible senior notes due 2030 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. Snap also intends to grant the initial purchasers of the notes an option to purchase up to an additional $100 million aggregate principal amount of notes.
The notes will be general unsecured obligations of Snap and will accrue interest payable semi-annually in arrears.
The notes will mature on May 1, 2030, unless repurchased, redeemed, or converted in accordance with their terms prior to the maturity date. The notes will be convertible at the option of the holders prior to the close of business on the business day immediately preceding February 1, 2030 only on the satisfaction of certain conditions and during certain periods. After that, the notes will be convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date. On conversion, Snap will elect to settle the notes in cash, shares of Snap Class A common stock, or a combination of cash and shares of Snap Class A common stock. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
Snap intends to use the net proceeds from the offering to repurchase a portion of its outstanding convertible senior notes due 2025 and/or convertible senior notes due 2026, for general corporate purposes, including working capital, operating expenses, capital expenditures, acquisitions of complementary businesses, or other repurchases of Snap’s securities, and to pay the cost of the capped call transactions described below.
In addition, Snap expects that some or all of the holders of its convertible senior notes due 2025 and/or convertible senior notes due 2026 that it repurchases may purchase shares of Snap Class A common stock in open market transactions or enter into or unwind various derivatives with respect to Snap Class A common stock to unwind hedge positions that they have with respect to their investment in its convertible senior notes due 2025 and/or convertible senior notes due 2026. These transactions, in turn, may place upward pressure on the trading price of Snap Class A common stock, causing Snap Class A common stock to trade at higher prices than would be the case in the absence of these purchases.
The notes and any shares of Snap Class A common stock issuable on conversion of the notes have not been registered under the Securities Act or any state securities laws. Unless a subsequent sale is registered under the Securities Act, the notes and shares of Snap Class A common stock issuable on conversion of the notes may only be offered or sold in the United States in a transaction that is exempt from or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
In connection with the pricing of the notes, Snap plans to enter into capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates or other financial institutions, collectively, the capped call counterparties. The capped call transactions will cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Snap Class A common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce potential dilution to holders of Snap Class A common stock on any conversion of notes or at Snap’s election (subject to certain conditions) offset any cash payments Snap is required to make in excess of the principal amount of any such converted notes, as the case may be, with such reduction or offset subject to a cap. If the initial purchasers of the notes exercise their option to purchase additional notes, Snap plans to enter into additional capped call transactions with the capped call counterparties.
In connection with establishing their initial hedges of the capped call transactions, the capped call counterparties or their respective affiliates may purchase shares of Snap Class A common stock or enter into various derivative transactions with respect to Snap Class A common stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Snap Class A common stock or the notes at that time.
In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Snap Class A common stock or purchasing or selling Snap Class A common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during the relevant valuation period under the capped call transactions or following any early conversion of notes or repurchase of notes by Snap on any fundamental change repurchase date, any redemption date or otherwise, in each case if Snap exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or decrease in the market price of Snap Class A common stock or the notes, which could affect noteholders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that noteholders will receive on conversion of such notes.
In connection with the issuance of Snap’s outstanding convertible senior notes due 2025, Snap entered into capped call transactions with certain financial institutions. If Snap repurchases any of the convertible senior notes due 2025, it expects to enter into agreements with the existing option counterparties to terminate a portion of the existing capped call transactions. In connection with the termination of any of these transactions, Snap expects the existing option counterparties or their respective affiliates to sell shares of Snap Class A common stock and/or unwind various derivatives to unwind their hedge in connection with those transactions. This activity could decrease (or reduce the size of any increase in) the market price of Snap Class A common stock or the notes at that time. In connection with the termination of the existing option transactions, Snap will receive payments in amounts that depend in part on the market price of Snap Class A common stock over a valuation period following the pricing of the notes.
This press release is not an offer to sell and is not soliciting an offer to buy any securities, nor will it constitute an offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Snap Inc.
Snap Inc. is a technology company. We believe the camera presents the greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, about Snap and Snap’s industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding the proposed terms of the notes and the capped call transactions, the completion, timing, and size of the proposed offering of the notes, the anticipated use of the net proceeds from the proposed offering of the notes, including the expected repurchases of Snap’s outstanding convertible senior notes due 2025 and convertible senior notes due 2026 and effects thereof and the capped call transactions, and expectations regarding the effect of the capped call transactions and regarding actions of the capped call counterparties and their respective affiliates are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Snap cautions you that the foregoing may not include all of the forward-looking statements made in this press release.
You should not rely on forward-looking statements as predictions of future events. Snap has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends, including its financial outlook, macroeconomic uncertainty, and geo-political conflicts, that it believes may continue to affect Snap’s business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: Snap’s financial performance; the ability to attain and sustain profitability; the ability to generate and sustain positive cash flow; the ability to attract and retain users, partners, and advertisers; competition and new market entrants; managing Snap’s growth and future expenses; compliance with new laws, regulations, and executive actions; the ability to maintain, protect, and enhance Snap’s intellectual property; the ability to succeed in existing and new market segments; the ability to attract and retain qualified team members and key personnel; the ability to repay or refinance outstanding debt, or to access additional financing; future acquisitions, divestitures or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” in Snap’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which is available on the SEC’s website at sec.gov. In addition, any forward-looking statements contained in this press release are based on assumptions that Snap believes to be reasonable as of this date. Snap undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, including future developments related to geo-political conflicts and macroeconomic conditions, except as required by law.
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