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Investing.com -- Shares of Rubrik Inc (NYSE:RBRK) fell by 3.9% today after the company announced plans to offer $1 billion in Convertible Senior Notes due 2030 in a private placement to qualified institutional buyers. The offering includes an option for initial purchasers to buy up to an additional $150 million in notes within a 13-day period starting from the date of issue.
The notes, which will be general unsecured obligations of Rubrik, will pay interest semiannually and are set to mature on June 15, 2030, unless they are converted, redeemed, or repurchased prior to that date. Conversion of the notes can result in payment in cash, shares of Rubrik’s Class A common stock, or a combination thereof, at the company’s discretion. The specific terms, including the interest rate and initial conversion rate, will be determined at the time of the offering’s pricing.
Rubrik intends to use the net proceeds from the offering to finance the cost of capped call transactions, repay and terminate its existing credit agreement, and for general corporate purposes, which may include potential acquisitions, investments, working capital, operating expenses, and capital expenditures.
In conjunction with the offering, Rubrik plans to enter into capped call transactions to reduce potential dilution from the conversion of the notes or to offset any required cash payments. These transactions are expected to involve derivative activities and possible Class A common stock purchases by the option counterparties or their affiliates, which could impact the market price of Rubrik’s common stock and the notes.
Furthermore, these counterparties may adjust their hedge positions by engaging in various transactions involving Rubrik’s common stock or other securities. Such activity could influence the market price of Rubrik’s common stock and the notes, affecting noteholders’ ability to convert and the value received upon conversion.
The notes and any Class A common stock issuable upon their conversion have not been registered under the Securities Act or any state securities laws and, unless registered, cannot be sold in the United States without registration or an applicable exemption from registration requirements.
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