Square’s $862.5 Million Convertible Senior Notes Offering and Concurrent Bond Hedge and Warrant Transactions


Simpson Thacher represented Goldman Sachs & Co. LLC as the initial purchaser in connection with Square, Inc.’s (“Square”) offering of $862.5 million aggregate principal amount of 0.5% Convertible Senior Notes due 2023, including an overallotment option of $112.5 million aggregate principal amount.

The notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended.

The Firm also represented Goldman Sachs & Co. LLC, Barclays Bank PLC, Citibank, N.A. and RBC Capital Markets, LLC in connection with convertible note hedge transactions and warrant transactions relating to shares of Class A common stock of Square, entered into concurrently with the offering.

Square creates tools that help sellers start, run and grow their businesses. Square enables sellers to accept card payments and also provides reporting and analytics, next-day settlement and chargeback protection. Square’s point-of-sale software and other business services help sellers manage inventory, locations and employees, access financing, engage customers and grow sales. Square was founded in 2009 and is headquartered in San Francisco, California, with offices in the United States, Canada, Japan, Australia, Ireland and the United Kingdom.

The Simpson Thacher team included Dan Webb (Picture), Kim de Glossop and Jeremy Bethel (Capital Markets); Jonathan Lindabury and Lihua Chen (Derivatives); Tristan Brown (Executive Compensation and Employee Benefits); Katharine Moir and Joseph Tootle (Tax); Marcela Robledo (Intellectual Property); Alexis Coll-Very, Keith Noreika and Spencer Sloan (Regulatory); and Jennie Getsin (Blue Sky). Summer Associate Jason Kitchen provided valuable assistance.

Involved fees earner: Daniel Webb – Simpson Thacher & Bartlett; Kim de Glossop – Simpson Thacher & Bartlett; Jeremy Bethel – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Lihua Chen – Simpson Thacher & Bartlett; Tristan Brown – Simpson Thacher & Bartlett; Katharine Moir – Simpson Thacher & Bartlett; Joseph Tootle – Simpson Thacher & Bartlett; Marcela Robledo – Simpson Thacher & Bartlett; Alexis Coll-Very – Simpson Thacher & Bartlett; Keith Noreika – Simpson Thacher & Bartlett; Spencer Sloan – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Barclays Bank; Citibank; Goldman, Sachs & Co.; RBC Capital Markets;

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Author: Ambrogio Visconti