Snowflake Prices Upsized Private Placement of $3.75 Billion of 0.00% Convertible Senior Notes


Snowflake may not redeem the 2029 notes prior to April 20, 2028 and Snowflake may not redeem the 2031 notes prior to October 22, 2029, in each case, except in the event of a cleanup redemption as described below. Snowflake may redeem for cash all or any portion of the 2029 notes (subject to a partial redemption limitation), at its option, on a redemption date on or after April 20, 2028 and before the 21st scheduled trading day immediately prior to the applicable maturity date if the last reported sale price of Snowflake’s common stock has been at least 150% of the conversion price then in effect for the 2029 notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Snowflake provides a notice of redemption. Snowflake may redeem for cash all or any portion of the 2031 notes (subject to a partial redemption limitation), at its option, on a redemption date on or after October 22, 2029 and before the 21st scheduled trading day immediately prior to the applicable maturity date if the last reported sale price of Snowflake’s common stock has been at least 130% of the conversion price then in effect for the 2031 notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Snowflake provides a notice of redemption (any such redemption of the 2029 notes or the 2031 notes at Snowflake’s option, an “optional redemption.”). In addition, subject to certain conditions described in the offering memorandum, Snowflake may redeem for cash all, but not less than all, of the notes of a series, at any time before the 21st scheduled trading day immediately prior to the applicable maturity date, if the aggregate principal amount of the notes of such series outstanding at the time Snowflake sends the related notice of redemption is less than 10% of the aggregate principal amount of the notes of such series issued in the offering (including any additional notes for such series issued pursuant to any exercise of the initial purchasers’ option to purchase additional notes for such series) (each such redemption, a “cleanup redemption”). The redemption price for any optional redemption or cleanup redemption will be equal to 100% of the principal amount of the notes of a series to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the notes.



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