UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
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.
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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. | ||||||
| Date: February 12, 2024 | By: | /s/ Derek Andersen | ||||
| Derek Andersen | ||||||
| Chief Financial Officer | ||||||
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Document and Entity Information |
Feb. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Snap Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001564408 |
| Document Type | 8-K |
| Document Period End Date | Feb. 12, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38017 |
| Entity Tax Identification Number | 45-5452795 |
| Entity Address, Address Line One | 3000 31st Street |
| Entity Address, City or Town | Santa Monica |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90405 |
| City Area Code | (310) |
| Local Phone Number | 399-3339 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value $0.00001 per share |
| Trading Symbol | SNAP |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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