Convertible Senior Notes | Convertible Senior Notes The net carrying amounts of each series of Notes as of October 31, 2023 were as follows: (In thousands) 2023 Notes (1) 2025 Notes 2026 Notes 2027 Notes Principal amount $ — $ 862,500 $ 1,000,000 $ 1,265,000 Unamortized issuance costs — (2,485) (9,850) (10,239) Net carrying amount $ — $ 860,015 $ 990,150 $ 1,254,761 _________________________ (1) The Company paid the principal amount of the 2023 Notes in September 2023 in cash. The 2025 Notes, 2026 Notes, and 2027 Notes do not mature within the next twelve months and are classified as "Debt, non-current” on our condensed consolidated balance sheets as of October 31, 2023. The following table sets forth the interest expense related to each series of notes: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2023 2022 2023 2022 2023 Notes: Coupon interest expense $ 485 $ 971 $ 2,427 $ 2,913 Amortization of debt issuance costs 205 422 1,005 1,388 Total interest expense related to the 2023 Notes $ 690 $ 1,393 $ 3,432 $ 4,301 2025 Notes: Coupon interest expense $ 2,426 $ 2,426 $ 7,278 $ 7,278 Amortization of debt issuance costs 350 345 952 1,211 Total interest expense related to the 2025 Notes $ 2,776 $ 2,771 $ 8,230 $ 8,489 2026 Notes: Coupon interest expense $ 1,875 $ 1,875 $ 5,625 $ 5,625 Amortization of debt issuance costs 920 911 2,660 2,855 Total interest expense related to the 2026 Notes $ 2,795 $ 2,786 $ 8,285 $ 8,480 2027 Notes: Coupon interest expense $ 3,558 $ 3,558 $ 10,674 $ 10,674 Amortization of debt issuance costs 726 716 2,025 2,424 Total interest expense related to the 2027 Notes $ 4,284 $ 4,274 $ 12,699 $ 13,098 As of October 31, 2023, the total estimated fair values of the 2025 Notes, 2026 Notes, and the 2027 Notes were approximately $0.93 billion, $0.82 billion, and $1.20 billion, respectively. We consider the fair value of the 2025 Notes and the 2027 Notes to be a Level 2 measurement. The fair value for each series of the notes was determined based on the closing trading price per $100 of the applicable series of notes as of the last day of trading for the period. We consider the fair value of the 2026 Notes to be a Level 3 measurement. The estimated fair value of the 2026 Notes represents the present value of future principal and interest payments. 2023 and 2025 Notes In September 2018, we issued $1.27 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2023 (the “2023 Notes”), and $862.5 million aggregate principal amount of 1.125% Convertible Senior Notes due 2025 (the “2025 Notes”). The 2023 Notes were general senior, unsecured obligations of Splunk. The 2025 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2023 Notes and the 2025 Notes was $2.11 billion, net of initial purchaser discounts and other issuance costs. The 2023 Notes matured on September 15, 2023, and the 2025 Notes will mature on September 15, 2025, in each case unless earlier redeemed, repurchased or converted. The 2023 Notes bore interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes bear interest from September 21, 2018 at a rate of 1.125% per year, in each case payable semiannually in arrears on March 15 and September 15 of each year. We paid the principal amount of the 2023 Notes with cash upon maturity in September 2023. The initial conversion rate for the 2023 Notes was, and for the 2025 Notes is, 6.7433 shares of our common stock per $1,000 principal amount of each of the 2023 Notes and 2025 Notes, which is equivalent to an initial conversion price of approximately $148.30 per share of our common stock, subject to adjustment upon the occurrence of certain specified events, including fundamental changes (as defined in the relevant indenture, which may include the Merger, as defined herein). 2026 Notes On July 9, 2021, we issued $1.0 billion aggregate principal amount of 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2026 Notes was $981.7 million, net of issuance costs. The 2026 Notes will mature on July 15, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes bear interest at a rate of 0.75% per year, payable semiannually in arrears on January 15 and July 15 of each year. The initial conversion rate for the 2026 Notes is 6.25 shares of our common stock per $1,000 principal amount of the 2026 Notes, which is equivalent to an initial conversion price of approximately $160.00 per share of our common stock, subject to adjustment upon the occurrence of certain specified events, including fundamental changes (as defined in the relevant indenture, which may include the Merger). 2027 Notes On June 5, 2020, we issued $1.27 billion aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”). The 2027 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2027 Notes was $1.25 billion, net of initial purchaser discounts and other issuance costs. The 2027 Notes will mature on June 15, 2027, unless earlier redeemed, repurchased or converted. The 2027 Notes bear interest from June 5, 2020 at a rate of 1.125% per year, payable semiannually in arrears on June 15 and December 15 of each year. The initial conversion rate for the 2027 Notes is 3.9164 shares of our common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $255.34 per share of our common stock, subject to adjustment upon the occurrence of certain specified events, including fundamental changes (as defined in the relevant indenture, which may include the Merger). Other Terms The 2023 Notes were convertible, and the 2025 Notes, and 2027 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2023, June 15, 2025, and December 15, 2026, respectively, only under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 (and only during such fiscal quarter) for the 2023 Notes and the 2025 Notes, and October 31, 2020 (and only during such fiscal quarter) for the 2027 Notes, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the relevant series of notes on each applicable trading day; • during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the relevant series of notes) per $1,000 principal amount of the relevant series of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the relevant series of notes on each such trading day; • if we call the relevant series of notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events as set forth in the relevant indenture, including fundamental changes (as defined in the relevant indenture, which may include the Merger). Upon delivery of a notice of a fundamental change, such as the Merger, holders of the 2025 Notes or 2027 Notes may surrender all or any portion of their notes for conversion at any time after the effective date of the Merger or such other transaction until the close of business on the business day preceding the related fundamental change repurchase date of such series of notes. In addition, if specific corporate events, including the Merger, occur prior to the applicable maturity date of the 2025 Notes or the 2027 Notes, we may be required to increase the conversion rate for holders who elect to convert their notes in connection with such corporate events. On or after June 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2023 Notes were able to convert all or any portion of their 2023 Notes, in multiples of $1000 principal amount, regardless of the foregoing circumstances. On or after June 15, 2025 and December 15, 2026, for the 2025 Notes and 2027 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of notes may convert all or any portion of their notes of such series, in multiples of $1,000 principal amount, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the relevant indenture; provided, in the case of the 2026 Notes, the holder is to determine the settlement method related to any notes converted in connection with the exercise of our redemption option as mentioned below. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after June 20, 2024, and may currently redeem for cash all or any portion of the 2025 Notes, if the last reported sale price of our common stock has been at least 130% of the conversion price for the relevant series of notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date. Whether to exercise our redemption options under each respective indenture is solely within our control. The 2026 Notes are convertible into shares of our common stock at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date. In addition, if specific corporate events, including the Merger, occur prior to the applicable maturity date of the 2026 Notes, we may be required to increase the conversion rate for holders who elect to convert their notes in connection with such corporate events. We may redeem for cash all or any portion of the 2026 Notes, at our option, on or after July 20, 2024 if the last reported sale price of our common stock has been 140% of the conversion price for the 2026 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. Whether to exercise our redemption option is solely within our control. If a fundamental change, including the Merger, occurs prior to the applicable maturity date, holders of the 2025 Notes, 2026 Notes, or 2027 Notes, as applicable, will also have the right to require us to repurchase all or a portion of their Notes for cash at a repurchase price equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date of such series of notes. During the three months ended October 31, 2023, the conditions allowing holders of the 2025 Notes, 2026 Notes, and 2027 Notes to redeem were not met. Capped Calls In connection with the issuance of the 2023 Notes, the 2025 Notes, and the 2027 Notes, we entered into privately negotiated capped call transactions relating to each series of Notes (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of the applicable series of notes and/or offset any cash payments we may make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain specified extraordinary events affecting us, including the Merger and tender offers. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. As of September 15, 2023, the Capped Calls related to the 2023 Notes are no longer outstanding. The following table sets forth other key terms and premiums paid for the Capped Calls related to the 2023 Notes, the 2025 Notes and the 2027 Notes: Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes Capped Calls Entered into in Connection with the Issuance of the 2027 Notes Initial strike price, subject to certain adjustments $ 148.30 $ 255.34 Cap price, subject to certain adjustments $ 232.62 $ 378.28 Total premium paid (in thousands) $ 274,275 $ 137,379 For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of any series of notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to our own stock and classified in stockholders’ equity on our consolidated balance sheet, the premium paid for the purchase of the Capped Calls has been recorded as a reduction to “Additional paid-in capital” and will not be remeasured. |