SANTA CLARA, Calif., June 23, 2014 /PRNewswire/ -- Palo Alto Networks, Inc. (NYSE: PANW) today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of convertible senior notes due in 2019 (the "notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). Palo Alto Networks also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $75 million aggregate principal amount of the notes to cover over-allotments, if any.
The notes will be unsecured, senior obligations of Palo Alto Networks, and interest will be payable semi-annually in arrears. Prior to the close of business on the business day immediately preceding January 1, 2019, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. Thereafter, 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 up to the aggregate principal amount of the notes to be converted and cash, shares of Palo Alto Networks' common stock (the "Common Stock") or a combination thereof, at Palo Alto Networks' election, in respect of the remainder, if any, of Palo Alto Networks' conversion obligation in excess of the aggregate principal amount of the notes being converted. Final terms of the notes, including the interest rate, initial conversion rate and other terms, will be determined by negotiations between Palo Alto Networks and the initial purchasers of the notes.