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").
The 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.
Airbnb 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.
In 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 to Airbnb's
Class A common stock upon conversion of the notes or at Airbnb's
election (subject to certain conditions) offset any cash payments
Airbnb is required to make in excess of the aggregate principal
amount of converted notes, as the case may be, with such reduction
or offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to purchase shares of Airbnb's Class A
common stock and/or enter into various derivative transactions with
respect to Airbnb's 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 Airbnb's Class A common stock or the notes at that time. In
addition, the option counterparties or their respective affiliates
may modify their hedge positions by entering into or unwinding
various derivatives with respect to Airbnb's Class A common stock
and/or purchasing or selling Airbnb's Class A common stock or other
securities issued by Airbnb in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so on each exercise date of the capped
call transactions and in connection with any early termination
event in respect of the capped call transactions). This activity
could also cause or avoid an increase or a decrease in the market
price of Airbnb's Class A common stock or the notes, which could
affect a noteholder's ability to convert the notes and, to the
extent the activity occurs during any observation period related to
a conversion of the notes, it could affect the number of shares and
value of the consideration that a noteholder will receive upon
conversion of the notes.
In addition, if any such capped call transaction fails to become
effective, whether or not this offering of the notes is completed,
the option counterparty party thereto may unwind its hedge
positions with respect to Airbnb's Class A common stock, which
could adversely affect the value of Airbnb's Class A common stock
and, if the notes have been issued, the value of the notes.
The offer and sale of the notes and any shares of Class A common
stock issuable upon conversion of the notes have not been, and will
not be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the notes or any shares of Class A
common stock issuable upon conversion of the notes, nor will there
be any sale of the notes or any such shares, in any state or other
jurisdiction in which such offer, sale or solicitation would be
unlawful.
About Airbnb
Airbnb was born in 2007 when two Hosts welcomed three guests to
their San Francisco home, and has
since grown to 4 million Hosts who have welcomed over 800 million
guest arrivals in almost every country across the globe. Every day,
Hosts offer one-of-a-kind stays and unique Experiences that make it
possible for guests to experience the world in a more authentic,
connected way.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion, timing and size of
the proposed offering, the intended use of the proceeds, the terms
of the notes being offered, the anticipated terms of, and the
effects of entering into, the capped call transactions described
above and the actions of the option counterparties and their
respective affiliates. Forward-looking statements represent
Airbnb's current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, including market interest rates, the trading
price and volatility of Airbnb's Class A common stock and risks
relating to Airbnb's business, including those described in
periodic reports that Airbnb files from time to time with the SEC.
Airbnb may not consummate the proposed offering described in this
press release and, if the proposed offering is consummated, cannot
provide any assurances regarding the final terms of the offer or
the notes or its ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
Airbnb does not undertake to update the statements included in this
press release for subsequent developments, except as may be
required by law.
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SOURCE Airbnb, Inc.