12/7/2016
Briefing.com
9:01 am Zillow prices offering of $400 mln of 2.00% convertible senior notes due 2021 in a private placement for net proceeds of about $389.4 mln ( Z) :
- Zillow Group intends to use approximately $31.8 million of the net proceeds from the offering to pay the cost of the capped call transactions described below. Zillow Group intends to use the remainder of the net proceeds from the offering to repurchase a portion of the outstanding 2.75% Convertible Senior Notes due 2020 of its wholly owned subsidiary, Trulia, LLC (the "Trulia Convertible Notes"), in open market or privately negotiated transactions or otherwise. If the initial purchaser exercises its over-allotment option, Zillow Group expects to use a portion of the proceeds from the sale of the additional notes to enter into additional capped call transactions and for general corporate purposes, which may include the repurchase of additional Trulia Convertible Notes, general and administrative matters, capital expenditures, and acquisitions or investments in technologies or businesses that complement its business.
- The Convertible Notes will bear interest at a fixed rate of 2.00% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2017.
- The conversion rate will initially be 19.0985 shares of Class C capital stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $52.36 per share of Class C capital stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Zillow Group may redeem for cash all or part of the Convertible Notes, at its option, on or after December 6, 2019, under certain circumstances at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indenture governing the Convertible Notes).
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