Item 1.01 Entry into a Material Definitive Agreement

Indenture and Notes

The Notes were issued pursuant to an Indenture, dated February 11, 2022 (the "Indenture"), between us and U.S. Bank Trust Company, National Association, as trustee ("Trustee"). The Notes are our unsecured, unsubordinated obligations. The Notes will bear interest at a rate of 0.125% per year, payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2022. The Notes mature on March 1, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

We may redeem for cash all or any portion of the Notes, at our option, on or after March 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that we are not required to redeem or retire the Notes periodically.

The Indenture includes customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The following events are considered "events of default," which may result in acceleration of the maturity of the Notes:





    (1)  default by us in any payment of interest on any Note when due and payable
         and the default continues for a period of 30 days;




    (2)  default by us in the payment of principal of any Note when due and
         payable at its stated maturity, on optional redemption, on any required
         repurchase, on declaration of acceleration, or otherwise;




    (3)  failure by us to comply with our obligation to convert the Notes in
         accordance with the Indenture on exercise of a holder's conversion right
         and such failure continues for a period of three business days;




    (4)  failure by us to give a fundamental change notice, notice of a make-whole
         fundamental change, or notice of a specified distribution or specified
         corporate event, in each case when due if such failure continues for
         three business days;




    (5)  failure by us to comply with our obligations under the Indenture with
         respect to a consolidation, merger, or sale of assets;




    (6)  failure by us for 60 days after written notice has been received from
         either the Trustee or the holders of at least 25% in aggregate principal
         amount of the Notes then outstanding to comply with any of our other
         agreements contained in the Notes or Indenture;




    (7)  default by us or any of our significant subsidiaries (as defined in the
         Indenture) with respect to any mortgage, agreement, or other instrument
         under which there may be outstanding, or by which there may be secured or
         evidenced, any indebtedness for money borrowed in excess of $150,000,000
         (or its foreign

--------------------------------------------------------------------------------


        currency equivalent) in the aggregate of us and any such subsidiary
        (i) resulting in such indebtedness becoming or being declared due and
        payable or (ii) constituting a failure to pay the principal or interest
        of any such debt when due and payable at its stated maturity, on required
        repurchase, on declaration of acceleration or otherwise, and in the cases
        of clauses (i) and (ii), such acceleration will not have been rescinded
        or annulled or such failure to pay or default will not have been cured or
        waived, or such indebtedness will not have been paid or discharged, as
        the case may be, within 30 days after written notice to us by the Trustee
        or us and the Trustee by holders of at least 25% in aggregate principal
        amount of the Notes then outstanding; or




    (8)  certain events of bankruptcy, insolvency, or reorganization of us or any
         of our significant subsidiaries.

The Notes are convertible into cash, shares of our Class A common stock, or a combination thereof, at our election, at an initial conversion rate of 17.7494 shares of Class A common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $56.34 per share of Class A common stock subject to adjustment. Prior to December 1, 2027, such conversion is subject to the satisfaction of certain conditions set forth below.

Holders of the Notes who convert their Notes in connection with a make-whole fundamental change (as defined in the Indenture) or in connection with a redemption are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change (as defined in the Indenture), holders of the Notes may require us to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of Notes, plus any accrued and unpaid special interest, if any, to, but excluding, the repurchase date.

Holders of the Notes may convert all or a portion of their Notes at their option prior to December 1, 2027, in multiples of $1,000 principal amount, only under the following circumstances:





    •     during any calendar quarter commencing after the calendar quarter ending
          on March 31, 2022, if the last reported sale price of our Class A common
          stock for at least 20 trading days (whether or not consecutive) during a
          period of 30 consecutive trading days ending on, and including, the last
          trading day of the preceding calendar quarter is greater than or equal to
          130% of the conversion price of the Notes on each applicable trading day;




    •     during the five consecutive business day period immediately following any
          ten consecutive trading day period in which the trading price per $1,000
          principal amount of the Notes for each trading day of that ten
          consecutive trading day period was less than 98% of the product of the
          last reported sale price of our Class A common stock and the conversion
          rate for the Notes on each such trading day;




    •     if we call such Notes for redemption, at any time prior to the close of
          business on the scheduled trading day immediately preceding the
          redemption date, in which case we may be required to increase the
          conversion rate for the Notes so surrendered for conversion in connection
          with such redemption notice (or at our election, all notes); or



• on the occurrence of specified corporate events.

A copy of the Indenture and form of Global Note are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are . . .

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet

Arrangement of a Registrant

See Item 1.01 above, which is incorporated by reference.

Item 3.02 Unregistered Sale of Equity Securities

See the explanatory note above and Item 1.01 under the heading "Indenture and Notes," which is incorporated by reference. We sold the Notes to the Initial Purchasers pursuant to the Purchase Agreement in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and the Notes were initially resold to qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act.

The offer and sale of the Notes and our Class A common stock issuable on conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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 effect of the Capped Call Transactions and regarding actions of the Capped Call Counterparties and their respective affiliates. 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, 2021. 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.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit     Description
  No.

4.1           Indenture, dated February 11, 2022, by and between Snap Inc. and
            U.S. Bank Trust Company, National Association, as Trustee.

4.2           Form of Global Note, representing Snap Inc.'s 0.125% Convertible
            Senior Notes due 2028 (included as Exhibit A to the Indenture filed as
            Exhibit 4.1).

99.1          Form of Capped Call Confirmation.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses