Magnite Announces Pricing of $350 Million Convertible Notes Offering - Seite 2

Holders of the notes will have the right to require Magnite to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. In connection with certain corporate events (including a “make-whole fundamental change”) or if Magnite calls any notes for redemption, Magnite will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their notes in connection with any such corporate event or whose notes are called for redemption.

The notes will be convertible at an initial conversion rate of 15.6539 shares of Magnite’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $63.88 per share, which represents a conversion premium of approximately 40% to the last reported sale price of $45.63 per share of Magnite’s common stock on The Nasdaq Global Select Market on March 15, 2021).

Prior to the close of business on the business day immediately preceding September 15, 2025, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after September 15, 2025 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Magnite’s common stock, or a combination thereof, at Magnite’s election.

In connection with the pricing of the notes, Magnite entered into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the initial number of shares of Magnite’s common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to Magnite’s common stock upon any conversion of notes and/or offset any cash payments Magnite 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. The cap price of the capped call transactions will initially be approximately $91.26 per share, which represents a premium of approximately 100% over the last reported sale price of Magnite’s common stock of $45.63 per share on The Nasdaq Global Select Market on March 15, 2021, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Magnite expects to enter into additional capped call transactions with the option counterparties.