Core Viewpoint - Palo Alto Networks has announced an offer to purchase CyberArk Software Ltd.'s 0.00% Convertible Senior Notes due 2030 as part of the acquisition process, which closed on February 11, 2026 [1] Group 1: Acquisition Details - The acquisition is governed by an Agreement and Plan of Merger dated July 30, 2025, involving Palo Alto Networks, CyberArk, and Athens Strategies Ltd. [1] - The Offer to Purchase is made to satisfy CyberArk's obligations related to the Notes in accordance with the Indenture dated June 10, 2025 [1] - The Effective Date of the Make-Whole Fundamental Change was February 11, 2026, coinciding with the acquisition closing [1] Group 2: Repurchase Rights - Holders of the Notes can require repurchase of their Notes at a price equal to 100% of the principal amount plus any accrued and unpaid Special Interest, with a repurchase date set for March 24, 2026 [1] - The Make-Whole Conversion Period allows holders to convert their Notes at an increased conversion rate from the Effective Date until March 20, 2026 [1] - Holders must withdraw their Notes from the tender to convert them if they choose to participate in the Offer to Purchase [1] Group 3: Company Overview - Palo Alto Networks is recognized as a global leader in AI cybersecurity, offering a comprehensive portfolio of solutions across various domains including Network, Cloud, and Security Operations [1] - The company serves over 70,000 customers and utilizes Unit 42 threat intelligence to enhance its cybersecurity platforms [1]

Core Viewpoint - Check Point Software Technologies Ltd. has announced the pricing of $1.75 billion in Convertible Senior Notes due 2030, increasing from a previously announced $1.5 billion offering, with an option for initial purchasers to buy an additional $250 million [1][6]. Group 1: Offering Details - The Notes will be senior unsecured obligations of Check Point, with a maturity date of December 15, 2030, and will not bear regular interest [2]. - The initial conversion rate is set at 4.1042 ordinary shares per $1,000 principal amount of Notes, equating to a conversion price of approximately $243.65 per share, representing a 27.5% premium over the last reported sale price [5]. - The net proceeds from the Offering are estimated to be approximately $1.72 billion, intended for capped call transactions, share repurchases, and general corporate purposes [6][7]. Group 2: Redemption and Repurchase Rights - Check Point may redeem the Notes under specific conditions, including tax-related events or if the last reported sale price of its ordinary shares meets certain thresholds [3][4]. - Holders of the Notes can require Check Point to repurchase the Notes for cash under certain conditions, including a fundamental change [4]. Group 3: Capped Call Transactions - Check Point has entered into capped call transactions to cover the number of ordinary shares underlying the Notes, aimed at reducing potential dilution upon conversion [8]. - The cap price for these transactions is approximately $334.43 per share, representing a 75% premium over the last reported sale price of $191.10 [8]. Group 4: Market Impact and Trading - The establishment of initial hedges for the capped call transactions may influence the market price of Check Point's ordinary shares and the Notes [9]. - Concurrent repurchases of ordinary shares may lead to higher trading prices, potentially affecting the initial conversion price of the Notes [9].

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].