Square’s $1.15 Billion Convertible Senior Notes Offering

Simpson Thacher represented the initial purchasers in the offering.

Square, Inc.’s (“Square”) executed its offering of $575 million aggregate principal amount of 0% Convertible Senior Notes due 2026, including an overallotment option of $75 million aggregate principal amount, and $575 million aggregate principal amount of 0.25% Convertible Senior Notes due 2027, including an overallotment option of $75 million aggregate principal amount. The notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acted as the initial purchasers for the offering.

Square builds tools to empower businesses and individuals to participate in the economy. Sellers use Square to reach buyers online and in-person, manage their business and access financing. And individuals use Cash App to spend, send, store and invest money. Square has offices in the United States, Canada, Japan, Australia, Ireland, Spain and the United Kingdom.

The Simpson Thacher team representing the initial purchasers included Dan Webb (Picture), Karen Reyes, Jesse Feng and William Perrone (Capital Markets); Jonathan Lindabury, Caitlin Wood and Nathan Utterback (Derivatives); Tristan Brown and Ashlie Lawton (Executive Compensation and Employee Benefits); Marcy Geller and Edward Grais (Tax); Genevieve Dorment, Melanie Jolson and Corina McIntyre (Intellectual Property); and Jennie Getsin (Blue Sky).

Involved fees earner: Tristan Brown – Simpson Thacher & Bartlett; Genevieve Dorment – Simpson Thacher & Bartlett; Jesse Feng – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Edward Grais – Simpson Thacher & Bartlett; Melanie Jolson – Simpson Thacher & Bartlett; Ashlie Lawton – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Corina McIntyre – Simpson Thacher & Bartlett; William Perrone – Simpson Thacher & Bartlett; Karen Reyes – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Daniel Webb – Simpson Thacher & Bartlett; Caitlin Wood – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Goldman Sachs & Co.; HSBC Securities; J.P. Morgan Securities LLC; Morgan Stanley; SMBC Nikko Securities America; U.S. Bancorp Investments; Wells Fargo Securities;

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Author: Ambrogio Visconti