Snap Announces Pricing of $650 Million Convertible Senior Notes Offering Due 2030

Snap Inc. (NYSE: SNAP) announced today the pricing of $650 million aggregate principal amount of 0.50% 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 granted the initial purchasers of the notes an option to purchase up to an additional $100 million aggregate principal amount of notes. The sale of the notes is expected to close on May 13, 2024, subject to customary closing conditions.

The notes will be general unsecured obligations of Snap, and interest of 0.50% per year will be payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2024.

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.

Snap may not redeem the notes prior to May 5, 2027. Snap may redeem all or any portion of the notes, at its option, for cash on or after May 5, 2027 if (i) the notes are “freely tradable” (as defined in the indenture governing the notes) and any accrued and unpaid additional interest has been paid as of the date Snap sends the related redemption notice and (ii) the last reported sale price of Snap Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately before the date on which Snap provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date on which Snap provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.