SAN FRANCISCO, March 4, 2021 /PRNewswire/ -- Airbnb, Inc.
(Nasdaq: ABNB) today announced the pricing of its offering of
$2,000,000,000 aggregate principal
amount of 0% 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 issuance and sale of the notes are scheduled to settle
on March 8, 2021, subject to
customary closing conditions.
The notes will be senior, unsecured obligations of Airbnb. The
notes will not bear regular interest, and the principal amount of
the notes will not accrete. The notes will mature on March 15, 2026, unless earlier repurchased,
redeemed or converted. Before December 15,
2025, noteholders will have the right to convert their notes
only upon the occurrence of certain events. From and after
December 15, 2025, noteholders may
convert their notes at any time at their election until the close
of business on the second scheduled trading day immediately before
the maturity date. 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 initial conversion rate is 3.4645 shares of
Class A common stock per $1,000
principal amount of notes, which represents an initial conversion
price of approximately $288.64 per
share of Class A common stock. The initial conversion price
represents a premium of approximately 60.0% over the last reported
sale price of $180.40 per share of
Airbnb's Class A common stock on March 3,
2021. The conversion rate and conversion price will be
subject to adjustment upon the occurrence of certain events.
The notes will not be redeemable at Airbnb's election before
March 20, 2024. 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 special
and additional interest, if any, to, but excluding, the redemption
date.
If a "fundamental change" (as defined in the indenture for the
notes) occurs, then, subject to limited exceptions, noteholders may
require Airbnb to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid special and additional
interest, if any, to, but excluding, the applicable repurchase
date.
Airbnb estimates that the net proceeds from the offering will be
approximately $1,979.0 million, after
deducting the initial purchasers' discounts and commissions and
estimated offering expenses. Airbnb intends to use $100.2 million of the net proceeds 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 entered 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. The cap price of the capped call transactions will initially
be $360.80, which represents a
premium of 100% over the last reported sale price of Airbnb's Class
A common stock of $180.40 per share
on March 3, 2021, and is subject to
certain adjustments under the terms of the capped call
transactions.
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 of the offering, the
expected amount and intended use of the net proceeds, 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, the satisfaction of the closing conditions related to
the offering 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 offering described
in this press release and, if the offering is consummated, cannot
provide any assurances regarding 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.