Robinhood Markets, Inc (NASDAQ:HOOD) today announced that, subject to market conditions, it intends to offer $2.0 billion in aggregate principal amount of convertible senior notes due 2029 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.

Robinhood also intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including the date on which the Notes are first issued, up to an additional $200 million aggregate principal amount of Notes.

The Notes will be senior, unsecured obligations of Robinhood. Robinhood will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of Robinhood’s Class A common stock or a combination of cash and shares of Robinhood’s Class A common stock, at Robinhood’s election, in respect of the remainder, if any, of Robinhood’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the then applicable conversion rate.

The Notes will mature on October 1, 2029, unless earlier converted, redeemed or repurchased.

Robinhood intends to use

1. approximately $300 million of the net proceeds from the Offering to repurchase its Class A common stock, although the amount of its Class A common stock that Robinhood actually repurchases may be more or less than $300 million,
2. a portion of the net proceeds from the Offering to fund the costs of the capped call transactions described below and
3. the remainder of the net proceeds from the Offering, if any, for general corporate purposes, which may include organic growth investments, potential acquisitions and/or capital expenditures. If the initial purchasers exercise their option to purchase additional Notes, Robinhood expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions.

In addition, following the Offering, Robinhood plans to continue to repurchase additional shares of its Class A common stock pursuant to Robinhood’s stock repurchase program. The repurchases of Robinhood’s Class A common stock described above could increase (or reduce the size of any decrease in) the market price of Robinhood’s Class A common stock or the Notes. In the case of repurchases effected concurrently with the Offering, this activity could affect the market price of Robinhood’s Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes.

In connection with the pricing of the Notes, Robinhood expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions. The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Robinhood’s Class A common stock initially underlying the Notes sold in the Offering. The capped call transactions are expected generally to reduce potential dilution to Robinhood’s Class A common stock upon conversion of any Notes and/or offset any cash payments Robinhood is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

Robinhood has been advised that, as is customary for convertible note offerings that include capped call transactions, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Robinhood’s Class A common stock and/or enter into various derivative transactions with respect to Robinhood’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Robinhood’s Class A common stock or the Notes at that time.

Also, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Robinhood’s Class A common stock and/or purchasing or selling Robinhood’s Class A common stock or other securities of Robinhood in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of Notes or following any repurchase of Notes in connection with any “fundamental change” (as defined in the indenture for the Notes) and (y) following any other repurchase of Notes if Robinhood elects to unwind a portion of the capped call transactions in connection with such repurchase).

This activity could also cause or avoid an increase or decrease in the market price of Robinhood’s Class A common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.