Check Point Software Announces Proposed Private Offering of $1.5 Billion of 0.00% Convertible Senior Notes due 2030

Core Viewpoint - Check Point Software Technologies Ltd. plans to offer $1.5 billion of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers, with an option for initial purchasers to buy an additional $225 million [1][2]. Group 1: Offering Details - The final terms of the Notes, including the initial conversion price, will be determined at the time of pricing [2]. - The Notes will be senior, unsecured obligations and will mature on December 15, 2030, unless repurchased, redeemed, or converted earlier [2]. - The Notes will not bear regular interest, and the principal amount will not accrete [2]. Group 2: Conversion and Redemption - Holders can convert the Notes under certain conditions before September 16, 2030, and at any time thereafter until two trading days before maturity [2]. - Check Point may redeem the Notes under specific conditions, including tax-related events and if the last reported sale price of its shares meets certain thresholds [3][4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to pay for capped call transactions and to repurchase ordinary shares, potentially up to $225 million [5]. - Remaining proceeds may be allocated for general corporate purposes, including mergers and acquisitions, business development, and product development [5]. Group 4: Capped Call Transactions - Check Point plans to enter into capped call transactions to cover the number of ordinary shares underlying the Notes, which will help reduce potential dilution upon conversion [6][7]. - The capped call transactions are expected to offset cash payments required in excess of the principal amount of the converted Notes [7]. Group 5: Regulatory and Market Considerations - The Notes will be offered only to qualified institutional buyers under Rule 144A, and the offering has not been registered under the Securities Act [9]. - The press release does not constitute an offer to sell or solicit offers to buy the Notes in jurisdictions where such actions would be unlawful [10].