Airbnb, Inc. Announces Proposed Convertible Senior Notes Offering

About this update from Airbnb, Inc.

[{"type":"text","content":"SAN FRANCISCO, March 2, 2021 /PRNewswire/ -- Airbnb, Inc. (Nasdaq: ABNB) today announced its intention to offer, subject to market and other conditions, $2,000,000,000 aggregate principal amount of convertible senior notes due 2026 (the \"notes\") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the \"Securities Act\").\n\n \n \n \n \n \n \n\n \nThe notes will be senior, unsecured obligations of Airbnb, will accrue interest payable semi-annually in arrears and will mature on March 15, 2026, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Airbnb will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at Airbnb's election. The notes will be redeemable, in whole or in part, for cash at Airbnb's option at any time, and from time to time, on or after March 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Airbnb's Class A common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.\nAirbnb intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. Airbnb intends to use the remainder of the net proceeds, together with its existing cash, to repay indebtedness.\nIn connection with the pricing of the notes, Airbnb expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the \"option counterparties\"). The capped call transactions will cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the notes. The capped call transactions are expected generally to reduce potential dilution ...

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