Snowflake announces proposed private placement of $3.5B of 0.00% convertible senior notes
- Snowflake (SNOW) on Monday said it intends to offer $1.3 billion aggregate principal amount of its 0.00% convertible senior notes due 2029 and $2.2 billion aggregate principal amount of its 0.00% convertible senior notes due 2031 in a private placement.
- SNOW -4.4% at $321.07 premarket.
- Snowflake also intends to grant the initial purchasers of the notes options to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200 million aggregate principal amount of the 2029 notes and up to an additional $300 million aggregate principal amount of the 2031 notes.
- The notes will be general unsecured obligations of Snowflake and will not bear regular interest, and the principal amount of the notes will not accrete.
- The 2029 notes will mature on October 15, 2029, and the 2031 notes will mature on October 15, 2031, in each case, unless earlier converted, redeemed, or repurchased.
- Upon conversion, Snowflake will pay or deliver, as the case may be, cash, shares of Snowflake’s common stock, or a combination of cash and shares of Snowflake’s common stock, at its election.
- The initial conversion rate and other terms of each series of notes will be determined at the time of pricing of the offering.
- Snowflake expects to use the net proceeds from the offering to pay the cost of the capped call transactions, to pay the cost of repurchasing a portion of Snowflake’s 0.00% convertible senior notes due 2027.
- In connection with the pricing of the notes, Snowflake expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions.
- The capped call transactions relating to the 2029 notes will cover the number of shares of Snowflake’s common stock initially underlying the 2029 notes, and the capped call transactions relating to the 2031 notes will cover the number of shares of Snowflake’s common stock initially underlying the 2031 notes.
- Snowflake expects to use a portion of the net proceeds from the offering to repurchase for cash a portion of its 2027 notes in privately negotiated transactions.
- Press release
KioskNews shows a cleaned-up reading view extracted from the publisher’s page — the original always lives on their site, not ours.