Check Point announces $1.5 billion convertible notes offering due 2030

Check Point Software Technologies Ltd. (NASDAQ: CHKP) announced its intention to offer $1.5 billion in 0.00% Convertible Senior Notes due 2030 through a private offering to qualified institutional buyers.

The notes will mature on December 15, 2030, and will not bear regular interest. The cybersecurity company plans to grant initial purchasers an option to buy up to an additional $225 million in notes within 13 days of issuance.

The notes will be convertible under specific conditions before September 16, 2030, and freely convertible thereafter until two trading days before maturity. Upon conversion, Check Point will pay cash up to the principal amount and may deliver cash, ordinary shares, or a combination for any excess conversion obligation.

Check Point may redeem the notes after December 20, 2028, if its share price reaches at least 130% of the conversion price for a specified period. Holders may require repurchase on December 15, 2028, if the share price falls below 110% of the conversion price.

The company intends to use proceeds to pay for capped call transactions and repurchase up to $225 million of ordinary shares under its existing buyback program. Remaining funds will support general corporate purposes, including potential acquisitions, business development, and product development. The company has not committed to specific acquisitions currently.

Check Point will enter into capped call transactions with financial institutions to reduce potential dilution from note conversions. These counterparties may engage in derivative transactions and share trading that could affect the stock price and conversion terms.

The offering is subject to market conditions and will be conducted under Rule 144A of the Securities Act of 1933.

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