SAN FRANCISCO, March 4, 2021 / PRNewswire / – Airbnb, Inc. (Nasdaq: ABNB) today announced pricing for its offering of 2,000,000,000 USD aggregate principal amount of the 0% Convertible Senior Notes due 2026 (the “Notes”) in a private offer to qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended ( the “Securities Act”). Ticket issuance and sale are expected to take place 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 increase. Notes will mature on March 15, 2026, unless they have been redeemed, redeemed or converted previously. Before December 15, 2025, Noteholders will be entitled 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 discretion until the close of business on the second scheduled Trading Day immediately prior to the Maturity Date. Airbnb will settle the conversions by paying for or delivering, as the case may be, in cash for shares of its Class A common shares or a combination of cash and shares of its Class A common shares, at Airbnb’s option. The initial conversion rate is 3.4645 Class A common shares per $ 1,000 principal amount of the Notes, which represents an initial conversion price of approximately $ 288.64 per Class A common share. The initial conversion price represents a premium of approximately 60.0% over the last reported selling price of $ 180.40 per Class A common share of Airbnb on March 3, 2021. The conversion rate and the conversion price will be subject to adjustment upon the occurrence of certain events.
Tickets will not be refundable at Airbnb election prior to March 20, 2024. Tickets may be redeemed, in whole or in part, for money at Airbnb’s option at any time, and from time to time, on or after March 20, 2024 and no later than the 30th scheduled trading day immediately before the due date, but only if the last reported sale price per share of Airbnb Class A common shares exceeds 130% of the conversion price for a period of time specified. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid special and additional interest, if any, up to, but excluding, the redemption date.
If a “fundamental change” (as defined in the Note Indenture) occurs, then, subject to limited exceptions, Noteholders may request Airbnb to redeem their Notes for cash. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid special and additional interest, if any, up to, but excluding, the applicable redemption date.
Airbnb estimates that the net proceeds of the offering will be approximately $ 1,979.0 million, after deducting discounts and commissions from original buyers and estimated offering fees. Airbnb intends to use $ 100.2 million of the net proceeds to fund the cost of entering into the capped purchase transactions described below. Airbnb intends to use the remainder of the net proceeds, along with its existing cash flow, to pay off its debt.
As part of ticket pricing, Airbnb has entered into privately negotiated capped purchase transactions with one or more of the original purchasers and / or their respective affiliates and / or other financial institutions (the ‘option counterparties “). The capped purchase transactions will cover, subject to customary adjustments, the number of Class A common shares initially underlying the Notes. Capped purchase transactions should generally reduce the potential dilution of Airbnb’s Class A common stock upon conversion of the Notes or at Airbnb’s option (under certain conditions) to offset any cash payment Airbnb is required to make. make a note, as the case may be, with such reduction or compensation subject to a cap. The ceiling price for capped purchase transactions will initially be $ 360.80, which is a 100% premium over the last reported sale price of Airbnb’s Class A common stock $ 180.40 per share on March 3, 2021, and is subject to certain adjustments under the capped purchase transactions.
As part of establishing their initial hedges of capped purchase transactions, option counterparties or their respective affiliates expect to purchase Class A common shares of Airbnb and / or enter into various derivative transactions. with respect to the Class A common shares of Airbnb simultaneously or shortly. after the price of tickets. This activity could increase (or reduce the magnitude of any decrease) in the market price of Airbnb’s Class A common shares or the Notes at that time. In addition, option counterparties or their respective affiliates may modify their hedging positions by entering into or unwinding various derivatives relating to the Class A common shares of Airbnb and / or by buying or selling class A common shares. Airbnb or other securities issued by Airbnb in the secondary market. transactions following ticket pricing and prior to ticket maturity (and are likely to do so on each exercise date of capped purchase transactions and in connection with any event of early termination of capped purchase transactions). Such activity could also cause or prevent an increase or decrease in the market price of Airbnb’s Class A common shares or the Notes, which could affect a Noteholder’s ability to convert the Notes and, to the extent where activity occurs during any Observation Period relating to a conversion of the Notes, it could affect the number of Shares and the value of the Consideration a Noteholder will receive on the conversion of the Notes.
In addition, if such a capped purchase transaction does not take effect, whether or not such offering of the Notes is completed, the option counterparty may unwind its hedge positions in respect of the Class A common shares of Airbnb, which could adversely affect the value. Airbnb Class A common shares and, if the Notes have been issued, the value of the Notes.
The offer and sale of the Notes and Class A common shares issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or any other securities law. securities, and the notes and such shares may not be offered or sold except under an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and any other applicable law. applicable securities.
This press release does not constitute an offer to sell, nor the solicitation of an offer to buy, any Notes or Class A common shares issuable upon conversion of the Notes, nor will there be any no more ticket sales or such actions. , in any state or other jurisdiction in which such offer, sale or solicitation would be illegal.
Airbnb was born in 2007 when two hosts hosted three guests in their San Francisco home, and has since grown to 4 million hosts that have welcomed over 800 million guest arrivals in almost every country in the world. Every day, hosts offer unique stays and unique experiences that allow guests to experience the world in a more authentic and connected way.
This press release contains forward-looking statements, including statements regarding the completion of the Offer, the expected amount and intended use of the net proceeds, the effects of entering into the capped purchase transactions described above and the shares of option counterparties and their 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 forward-looking statements. These risks and uncertainties include market conditions, the satisfaction of closing conditions relating to the Offer and risks relating to Airbnb’s business, including those described in the periodic reports that Airbnb files from time to time with the SEC. Airbnb may not make the Offer described in this press release and, if the Offer is made, cannot provide any guarantees as to 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 any statements included in this press release for subsequent developments, unless the law requires it.
SOURCE Airbnb, Inc.