Snap Inc. Files 8-K: Material Agreement, Financial Obligations, Equity Sales

TL;DR

Snap Inc. inked a new deal, took on debt, and sold stock. Watch this space.

AI Summary

On May 8, 2024, Snap Inc. entered into a Material Definitive Agreement related to its financing. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing indicates potential financial activities and equity issuances by Snap Inc.

Why It Matters

This 8-K filing signals significant financial maneuvers by Snap Inc., including new agreements and the issuance of equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and uncertainties.

Key Players & Entities

• Snap Inc. (company) — Registrant
• May 8, 2024 (date) — Date of earliest event reported
• May 13, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share SNAP New York Stock Excha
• $650.0 million — ng to the sale by us of an aggregate of $650.0 million principal amount of our 0.50% Convertib
• $100.0 million — ers an option to purchase an additional $100.0 million aggregate principal amount of Notes (th
• $150,000,000 — tedness for money borrowed in excess of $150,000,000 (or its foreign currency equivalent) in
• $1,000 — 0846 shares of Class A common stock per $1,000 principal amount of the Notes, which is
• $22.18 — itial conversion price of approximately $22.18 per share of Class A common stock subje
• $33.48 — e Capped Call Transactions is initially $33.48 per share of Class A common stock, repr
• $16.74 — % above the last reported sale price of $16.74 per share of Class A common stock on Ma
• $147.9 million — t to which we repurchased approximately $147.9 million aggregate principal amount of the 2025
• $237.5 million — unt of the 2025 Notes and approximately $237.5 million aggregate principal amount of the 2026
• $418.9 million — cash repurchase price of approximately $418.9 million. The transactions are expected to be se

Filing Documents

• d821313d8k.htm (8-K) — 53KB
• d821313dex41.htm (EX-4.1) — 590KB
• d821313dex991.htm (EX-99.1) — 205KB
• g821313dsp76.jpg (GRAPHIC) — 3KB
• g821313dsp77.jpg (GRAPHIC) — 3KB
• g821313dsp78.jpg (GRAPHIC) — 3KB
• g821313dsp79.jpg (GRAPHIC) — 4KB
• g821313dsp81.jpg (GRAPHIC) — 3KB
• g821313dsp81a.jpg (GRAPHIC) — 4KB
• 0001193125-24-137315.txt ( ) — 1178KB
• snap-20240508.xsd (EX-101.SCH) — 3KB
• snap-20240508_lab.xml (EX-101.LAB) — 17KB
• snap-20240508_pre.xml (EX-101.PRE) — 11KB
• d821313d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, expectations regarding the effect of the Capped Call Transactions and regarding actions of the Capped Call Counterparties and their respective affiliates and the settlement of the Repurchases. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "will," or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include market risks, trends, and conditions. These and other risks are more fully described in our filings with the Securities and Exchange Commission, including in the section titled "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this Current Report on Form 8-K. We disclaim any obligation to update forward-looking statements. Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Indenture, dated May 13, 2024, by and between Snap Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of Global Note, representing Snap Inc.'s 0.50% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 99.1 Form of Capped Call Confirmation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SNAP INC. May 13, 2024 By: /s/ Derek Andersen Derek Andersen Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR