Opendoor Technologies (NASDAQ:OPEN) has announced a proposed private offering of $750M of convertible senior notes due 2026.
The notes will accrue interest payable semi-annually in arrears and will mature on August 15, 2026.
Initial purchasers of the notes will be granted an option to purchase up to an additional $112.50M principal amount of notes.
Noteholders may convert notes under certain circumstances and periods, for cash up to the aggregate principal amount being converted and cash, shares or a combination at Opendoor's election, for the remainder.
The notes may be redeemed for cash at Opendoor’s option at any time up to the redemption date on or after August 20, 2024, if Opendoor’s last reported sale price per common share exceeds 130% of the conversion price for a specified time. The redemption price will equal the principal amount along with accrued and unpaid interest up to, but excluding, the redemption date.
Opendoor will use part of the proceeds to fund capped call transactions with one or more initial purchasers. It may enter additional capped call transactions if the initial purchasers opt for more notes. These transactions are expected to reduce the dilution of Opendoor’s common stock upon any notes conversion.
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