Axon plans $1B convertible notes offering due 2031

Axon Enterprise, Inc. (Nasdaq: AXON) announced a proposed public offering of $1.0 billion in aggregate principal amount of 0% convertible senior notes due September 15, 2031, according to a company press release.

The company also expects to grant underwriters an option to purchase up to an additional $150.0 million in notes to cover over-allotments, exercisable within an 11-day period beginning on the first issuance date.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Citigroup Global Markets Inc. are acting as joint lead book-running managers for the offering.

The notes will carry no regular interest and will be senior, unsecured obligations. Upon conversion, Axon may settle in cash, common stock, or a combination of both, at its election. The initial conversion rate will be determined at pricing.

Axon plans to use a portion of the net proceeds to fund capped call transactions intended to reduce potential dilution to common stockholders upon conversion. The remaining proceeds are designated for general corporate purposes, which may include acquisitions or investments in businesses, products, or technologies.

Noteholders may require Axon to repurchase their notes on March 20, 2031, at par plus any accrued special interest. Axon may redeem the notes for cash on or after September 20, 2029, under certain conditions related to its common stock price. The offering is registered under the Securities Act of 1933.

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