On February 12, 2024, we entered into various privately negotiated repurchase transactions (collectively, the “Repurchases”) with certain holders of our outstanding 0.25% Convertible Senior Notes due 2025 (the “2025 Notes”) and 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”), pursuant to which we agreed to repurchase (i) approximately $100.0 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of approximately $97.8 million, which includes accrued and unpaid interest on such 2025 Notes, and (ii) approximately $351.2 million aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of approximately $336.4 million, which includes accrued and unpaid interest on such 2026 Notes. The final aggregate cash repurchase price for each of the 2025 Notes and the 2026 Notes is subject to adjustment as such repurchase prices will be based on the volume weighted average price of our Class A common stock, par value $0.00001 per share, during the agreed upon measurement period. The Repurchases are expected to settle on February 14, 2024.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.
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 estimated repurchase price for the 2025 Notes and 2026 Notes and the expected settlement date 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 Annual Report on Form 10-K for the year ended December 31, 2023. 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.
1