Snowflake Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Snowflake inked a new deal, has new debt, and sold some stock. Watch for dilution.

AI Summary

On September 23, 2024, Snowflake Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the financial obligation and equity sales were not fully disclosed in this initial filing.

Why It Matters

This filing indicates new financial obligations and potential dilution from equity sales, which could impact Snowflake's financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and potential stock dilution.

Key Players & Entities

• Snowflake Inc. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value SNOW The New York Stock Exch
• $1.15 billion — private offering (the " Offering ") of $1.15 billion aggregate principal amount of 0% Conver
• $150.0 million — sers' options to purchase an additional $150.0 million principal amount of the 2027 Notes and
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes or t
• $157.50 — itial conversion price of approximately $157.50 per share of Common Stock), and the con
• $150,000,000 — ed with a principal amount in excess of $150,000,000 (or its foreign currency equivalent) in
• $2.27 b — ds from the Offering were approximately $2.27 billion, including the exercise in full o
• $400 million — below; (ii) to repurchase approximately $400 million of shares of its Common Stock from purc
• $112.50 — Transactions ") at a purchase price of $112.50 per share, which was the last reported
• $225.00 — based on a cap price initially equal to $225.00 per share (which represents a premium o
• $2.0 Billion — Announces Proposed Private Placement of $2.0 Billion of Convertible Senior Notes," dated Sep

Filing Documents

• snow-20240923.htm (8-K) — 73KB
• exhibit41-indenture2027not.htm (EX-4.1) — 848KB
• exhibit43-indenture2029not.htm (EX-4.3) — 854KB
• exhibit101-formofconfirmat.htm (EX-10.1) — 297KB
• exhibit991-pressrelease923.htm (EX-99.1) — 17KB
• exhibit992-pressrelease925.htm (EX-99.2) — 23KB
• image.jpg (GRAPHIC) — 4KB
• 0001640147-24-000234.txt ( ) — 2613KB
• snow-20240923.xsd (EX-101.SCH) — 2KB
• snow-20240923_def.xml (EX-101.DEF) — 15KB
• snow-20240923_lab.xml (EX-101.LAB) — 27KB
• snow-20240923_pre.xml (EX-101.PRE) — 16KB
• snow-20240923_htm.xml (XML) — 3KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. On September 27, 2024, Snowflake Inc. (the " Company ") completed its previously announced private offering (the " Offering ") of $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the " 2027 Notes ") and $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 (the " 2029 Notes ", and together with the 2027 Notes, the " Notes "), including the exercise in full of the initial purchasers' options to purchase an additional $150.0 million principal amount of the 2027 Notes and an additional $150.0 million principal amount of the 2029 Notes. Each series of Notes was issued pursuant to separate indentures, each dated September 27, 2024 (each an " Indenture " and together, the " Indentures "), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general, senior unsecured obligations of the Company. The 2027 Notes will mature on October 1, 2027 and the 2029 Notes will mature on October 1, 2029, in each case unless earlier converted, redeemed, or repurchased. Neither the 2027 Notes nor the 2029 Notes will bear regular interest, and the principal amount of the Notes will not accrete. Holders may convert all or any portion of their 2027 Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2027, and holders may convert all or any portion of their 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2029, in each case only upon satisfaction of one or more of the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock, par value $0.0001 per share (the " Common Stock "), for at least 20 trading days (whether or not consecutive) during a period o

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated September 24, 2024 by and among the Company and the initial purchasers. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, (i) a maximum of 10,222,120 shares of Common Stock may be issued upon conversion of the 2027 Notes based on the initial maximum conversion rate of 8.8888 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is subject to customary anti-dilution adjustment provisions, and (ii) a maximum of 10,222,120 shares of Common Stock may be issued upon conversion of the 2029 Notes based on the initial maximum conversion rate of 8.8888 shares of Common Stock per $1,000 principal amount of the 2029 Notes, which is subject

01 Other Events

Item 8.01 Other Events. On September 23, 2024, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 25, 2024, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding, the Offering and the Company's expectations regarding the use of net proceeds from the Offering. These forward-looking statements are based on the Company's current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company's plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and those risks described in the Company's filings with the Securities and Exchange Commission (" SEC ") from time to time, particularly under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," including the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2024. Copies of these documents may be obtained by visiting the SEC's website at www.sec.gov. These forward-looking statements represent the Company's estimates and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made., except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of September 27, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of Global Note, representing Snowflake Inc.'s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 4.3 Indenture, dated as of September 27, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.4 Form of Global Note, representing Snowflake Inc.'s 0% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.3). 10.1 Form of Confirmation for Capped Call Transactions. 99.1 Press release entitled "Snowflake Announces Proposed Private Placement of $2.0 Billion of Convertible Senior Notes," dated September 23, 2024. 99.2 Press release entitled "Snowflake Prices Private Placement of $2.0 Billion of Convertible Senior Notes" dated September 25, 2024. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SNOWFLAKE INC. Dated: September 27, 2024 By: /s/ Michael P. Scarpelli Michael P. Scarpelli Chief Financial Officer

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View this 8-K filing on SEC EDGAR