Here's the press release in its entirety:
Yahoo! Inc. (YHOO) (Yahoo) today announced that it proposes to offer $1.0 billion aggregate principal amount of its convertible senior notes due 2018 (the notes), subject to market conditions and other factors, in a private placement. Yahoo also intends to grant to the initial purchasers of the notes the right to purchase up to an additional $150.0 million aggregate principal amount of notes, exercisable within a 30-day period, solely to cover over-allotments. The notes will be offered and sold by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes will be convertible into cash, shares of Yahoos common stock or a combination of cash and shares of common stock, at Yahoos election. Interest on the notes will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2014. The notes will mature on December 1, 2018, unless earlier repurchased or converted in accordance with their terms. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. The notes will be senior unsecured obligations of Yahoo.
Yahoo intends to use a portion of the net proceeds to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds from the sale of warrants pursuant to the warrant transactions described below). Yahoo may use up to $200.0 million of the net proceeds from this offering to repurchase shares of its common stock from purchasers of notes in the offering in privately negotiated transactions effected through one of the initial purchasers or its affiliate as Yahoos agent. Yahoo expects the purchase price per share in such transactions to equal the closing price per share of Yahoos common stock on the date of pricing of the offering.