The company said it completed the private placement of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029, on February 27, 2024. The total includes $225.0 million from the exercise of the initial purchasers' option to buy additional notes.

1. 01

   The company said it completed the private placement of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029, on February 27, 2024. The total includes $225.0 million from the exercise of the initial purchasers' option to buy additional notes.

2. 02

   The company said it received net proceeds of about $1.70 billion from the offering and used about $142.1 million of those proceeds to pay for the Capped Call Transactions. It said it plans to use the remainder for general corporate purposes, including working capital to support growth and business expansion.

3. 03

   The company said the initial conversion rate for the convertible notes is 0.7455 shares of common stock per $1,000 principal amount, equivalent to a conversion price of about $1,341.38. Holders may convert at any time from September 1, 2028 until the close of business on the second scheduled trading day before the maturity date, and before that only in the circumstances set out in the terms, including when the share price exceeds 130% of the conversion price.

4. 04

   The company said it entered into Capped Call Transactions with the Capped Call Counterparties on February 22, 2024, and entered into additional capped call transactions on February 23. It said the initial cap price is $1,951.04 per share, a premium of about 100% above the last reported sale price of $975.52 per share on February 22.

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Original filing

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