Meta Platforms, Inc S-4, filed Nov 15, 2022
Meta Platforms, Inc. (META)
As filed with the Securities and Exchange Commission on November 14, 2022
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Meta Platforms, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 7370 | 20-1665019 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1601 Willow Road
Menlo Park, California 94025
(650) 543-4800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jennifer Newstead
Chief Legal Officer
Meta Platforms, Inc.
1601 Willow Road
Menlo Park, California 94025
(650) 543-4800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Michael Kaplan
Derek Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ ________________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☒ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☐ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED NOVEMBER 14, 2022
PROSPECTUS
Meta Platforms, Inc.
Offer to Exchange
3.500% Senior Notes due 2027 for New 3.500% Senior Notes due 2027
3.850% Senior Notes due 2032 for New 3.850% Senior Notes due 2032
4.450% Senior Notes due 2052 for New 4.450% Senior Notes due 2052
4.650% Senior Notes due 2062 for New 4.650% Senior Notes due 2062
We are offering to exchange up to $2,750,000,000 of our new registered 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”) for up to $2,750,000,000 of our existing unregistered 3.500% Senior Notes due 2027 (the “2027 Original Notes”), $3,000,000,000 of our new registered 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”) for up to $3,000,000,000 of our existing unregistered 3.850% Senior Notes due 2032 (the “2032 Original Notes”), $2,750,000,000 of our new registered 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) for up to $2,750,000,000 of our existing unregistered 4.450% Senior Notes due 2052 (the “2052 Original Notes”) and $1,500,000,000 of our new registered 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”) for up to $1,500,000,000 of our existing unregistered 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”). The terms of the Exchange Notes are identical in all material respects to the terms of the Original Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions, registration rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. No public market currently exists for the Original Notes and we cannot assure you that any public market for the Exchange Notes will develop. The Exchange Notes will not be listed on any national securities exchange.
To exchange your Original Notes for Exchange Notes:
| · | you are required to make the representations described on page 18 to us; |
| · | you must contact a Depository Trust Company (“DTC”) participant to complete the book-entry transfer procedures described herein to exchange your Original Notes for Exchange Notes, or otherwise complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, U.S. Bank Trust Company, National Association, by 11:59 p.m. New York City time, on , 2022; and |
| · | you should read the section called “The Exchange Offer” for further information on how to exchange your Original Notes for Exchange Notes. |
The exchange offer will expire at 11:59 p.m., New York City time, on , 2022, unless it is extended.
See “Risk Factors” beginning on page 8 for a discussion of risk factors that should be considered by you prior to tendering your Original Notes in the exchange offer.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the effective date of this registration statement, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
Prospectus dated , 2022
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We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of outstanding Original Notes in any jurisdiction where such offers are not permitted. The information contained in this prospectus is accurate only as of the date hereof, regardless of the time of delivery of this prospectus or of the exchange of the notes offered hereby.
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information.”
As used in this prospectus (except as otherwise provided herein or unless the context otherwise requires):
| · | All references to “Notes” refer to the Original Notes and the Exchange Notes. |
| · | The terms “Meta,” “Company,” “we,” “us,” and “our” in this prospectus refer to Meta Platforms, Inc. and, where appropriate, its subsidiaries. |
Meta, the Meta logo, Facebook, FB, Instagram, Oculus, WhatsApp, and our other registered or common law trademarks, service marks, or trade names included or incorporated by reference in this prospectus are the property of Meta Platforms, Inc. or its affiliates. Other trademarks, service marks, or trade names included or incorporated by reference in this prospectus are the property of their respective owners and do not imply our endorsement or sponsorship of, or a relationship with, these owners.
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Cautionary Statement Concerning Forward-Looking Statements
The statements contained in or incorporated by reference into this prospectus include certain “forward-looking statements.” All statements contained in this prospectus, and the documents incorporated by reference herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on October 27, 2022 and the other documents incorporated by reference herein. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Where You Can Find More Information
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to our offering of the Exchange Notes. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the Exchange Notes, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete, and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC.
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of this prospectus and prior to the termination of the exchange offer under this prospectus and any prospectus supplement (other than, in each case, documents or information deemed to have been furnished and not filed).
| · | Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 3, 2022; |
| · | Those portions of our Definitive Proxy Statement on Schedule 14A filed on April 8, 2022 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 3, 2022; |
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| · | Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2022 filed on April 28, 2022, the quarterly period ended June 30, 2022 filed on July 28, 2022 and the quarterly period ended September 30, 2022 filed on October 27, 2022; and |
| · | Current Reports on Form 8-K filed on January 11, 2022, February 10, 2022 (both reports), March 1, 2022, May 27, 2022, May 31, 2022, June 1, 2022, July 28, 2022, August 1, 2022, August 4, 2022, August 9, 2022, and September 30, 2022. |
Information furnished under Items 2.02 or 7.01 in any future current report on Form 8-K that we file with the SEC (or corresponding information furnished under Item 9.01 or included as an exhibit), unless otherwise specified in such report, is not incorporated by reference in this prospectus, nor are any other documents or information that is deemed to have been “furnished” and not “filed” with the SEC.
You may request a copy of these filings at no cost, by emailing us at investor@meta.com or writing us at the following address:
Meta Platforms, Inc.
1601 Willow Road
Menlo Park, California 94025
Attention: Investor Relations
Telephone: (650) 543-4800
To ensure timely delivery, you should make your request to us no later than , 2022, which is five business days prior to the Expiration Date of the exchange offer.
We also maintain a website at investor.fb.com. Our website and the information contain therein or accessible through our website shall not be deemed to be part of this prospectus or the registration statement of which it forms a part.
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This summary highlights information presented in greater detail elsewhere in this prospectus or incorporated by reference herein. This summary is not complete and does not contain all the information you should consider before investing in the Notes. You should carefully read this entire prospectus, including the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2021 and the other incorporated documents, including “Risk Factors” herein and in such incorporated documents, as well as our consolidated financial statements, before investing in the Notes.
Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life.
We build technology that helps people connect, find communities, and grow businesses. Our useful and engaging products enable people to connect and share with friends and family through mobile devices, personal computers, virtual reality (VR) headsets, wearables, and in-home devices. We also help people discover and learn about what is going on in the world around them, enable people to share their opinions, ideas, photos and videos, and other activities with audiences ranging from their closest family members and friends to the public at large, and stay connected everywhere by accessing our products. Meta is moving beyond 2D screens toward immersive experiences like augmented and virtual reality to help build the metaverse, which we believe is the next evolution in social technology.
We operate our business in two segments: Family of Apps (FoA) and Reality Labs (RL). For FoA, we sell advertising placements on our platforms to marketers. Ads on our platforms enable marketers to reach people based on a variety of factors including age, gender, location, interests, and behaviors. Marketers purchase ads that can appear in multiple places including on Facebook, Instagram, Messenger, and third-party applications and websites. For RL, we sell consumer hardware products, software and content.
We are a Delaware corporation. Our principal executive offices are located at 1601 Willow Road, Menlo Park, California 94025. Our Class A common stock trades on the Nasdaq Global Select Market under the symbol “META.”
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THE EXCHANGE OFFER
| Background |
On August 9, 2022, we completed a private offering of:
· $2,750,000,000 aggregate principal amount of 3.500% Senior Notes due 2027 (the “2027 Original Notes”);
· $3,000,000,000 aggregate principal amount of 3.850% Senior Notes due 2032 (the “2032 Original Notes”);
· $2,750,000,000 aggregate principal amount of 4.450% Senior Notes due 2052 (the “2052 Original Notes”); and
· $1,500,000,000 aggregate principal amount of 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”).
The Original Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act.
As part of that offering, we entered into a registration rights agreement (the “registration rights agreement”) with the representatives of the initial purchasers of the Original Notes in which we agreed, among other things, to use our commercially reasonable efforts to complete an exchange offer for such Original Notes in compliance with applicable securities laws.
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The Exchange Offer
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We are offering to issue up to:
· $2,750,000,000 aggregate principal amount of new 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”) in exchange for a like principal amount of the 2027 Original Notes;
· $3,000,000,000 aggregate principal amount of new 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”) in exchange for a like principal amount of the 2032 Original Notes;
· $2,750,000,000 aggregate principal amount of new 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) in exchange for a like principal amount of the 2052 Original Notes; and
· $1,500,000,000 aggregate principal amount of new 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”) in exchange for a like principal amount of the 2062 Original Notes.
The Exchange Notes will be registered under the Securities Act.
We are offering to issue the Exchange Notes to satisfy our obligations contained in the registration rights agreement.
The Original Notes may only be tendered in minimum denominations of $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.
In order to exchange the Original Notes, you must follow the required procedures and we must accept the Original Notes for exchange. We will exchange all Original Notes validly tendered and not validly withdrawn prior to the expiration date of the exchange offer. See “The Exchange Offer.”
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| Tenders, Expiration Date, Withdrawal |
The exchange offer will expire at 11:59 p.m., New York City time, on , 2022, unless it is extended.
If you decide to exchange your Original Notes for Exchange Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the Exchange Notes.
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If you decide to tender your Original Notes in the exchange offer, you may withdraw them at any time prior to , 2022.
If we decide for any reason not to accept any Original Notes for exchange, your Original Notes will be returned without expense to you promptly after the exchange offer expires.
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| Conditions to the Exchange Offer | The exchange offer is subject to customary conditions, which we may waive. The exchange offer is not conditioned upon the tender of any minimum principal amount of outstanding Original Notes. See “The Exchange Offer—Conditions to the Exchange Offer.” |
| Federal Income Tax Consequences | Your exchange of Original Notes for Exchange Notes in the exchange offer will not result in any income, gain or loss to you for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences of the Exchange Offer.” |
| Use of Proceeds | We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer. |
| Exchange Agent | U.S. Bank Trust Company, National Association is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth under “The Exchange Offer—Exchange Agent.” U.S. Bank Trust Company, National Association is also the trustee under the indenture governing the Original Notes and Exchange Notes. |
| Failure to Tender Your Original Notes | If you fail to tender your Original Notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your Original Notes or to pay you additional interest. |
You will be able to resell the Exchange Notes without registering them with the SEC if you meet the requirements described below.
Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that Exchange Notes issued in exchange for Original Notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the Exchange Notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:
| · | you are not one of our “affiliates”, which is defined in Rule 405 of the Securities Act; |
| · | you acquire the Exchange Notes in the ordinary course of your business; |
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| · | you do not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and |
| · | you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes. |
If you are an affiliate of Meta, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of Exchange Notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
If you are a broker-dealer and receive Exchange Notes for your own account in the exchange offer:
| · | you must represent that you do not have any arrangement with us or any of our affiliates to distribute the Exchange Notes; |
| · | you must acknowledge that you will deliver a prospectus in connection with any resale of the Exchange Notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and |
| · | you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of Exchange Notes received in exchange for Original Notes acquired by you as a result of market-making or other trading activities. |
For a period of 90 days after the effective date of this registration statement, we will make this prospectus available to any participating broker-dealer for use in connection with any resale described above.
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SUMMARY DESCRIPTION OF THE NOTES
The terms of the Exchange Notes and the Original Notes are identical in all material respects, except that the Exchange Notes have been registered under the Securities Act, and the transfer restrictions, registrations rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the Original Notes and will be governed by the same indenture under which the Original Notes were issued.
| Issuer | Meta Platforms, Inc. |
| Exchange Notes | $2,750,000,000 aggregate principal amount of 3.500% senior notes due 2027 (the “2027 Exchange Notes”). |
| $3,000,000,000 aggregate principal amount of 3.850% senior notes due 2032 (the “2032 Exchange Notes”). | |
| $2,750,000,000 aggregate principal amount of 4.450% senior notes due 2052 (the “2052 Exchange Notes”). | |
| $1,500,000,000 aggregate principal amount of 4.650% senior notes due 2062 (the “2062 Exchange Notes”). | |
| Maturity Date | The 2027 Exchange Notes: August 15, 2027. |
| The 2032 Exchange Notes: August 15, 2032. | |
| The 2052 Exchange Notes: August 15, 2052. | |
| The 2062 Exchange Notes: August 15, 2062. | |
| Interest Rate | The 2027 Exchange Notes: 3.500% per annum, from August 9, 2022 or the most recent date to which interest on the 2027 Original Notes or the 2027 Exchange Notes has been paid, payable semi-annually in arrears. |
| The 2032 Exchange Notes: 3.850% per annum, from August 9, 2022 or the most recent date to which interest on the 2032 Original Notes or the 2032 Exchange Notes has been paid, payable semi-annually in arrears. | |
| The 2052 Exchange Notes: 4.450% per annum, from August 9, 2022 or the most recent date to which interest on the 2052 Original Notes or the 2052 Exchange Notes has been paid, payable semi-annually in arrears. | |
| The 2062 Exchange Notes: 4.650% per annum, from August 9, 2022 or the most recent date to which interest on the 2062 Original Notes or the |
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| 2062 Exchange Notes has been paid, payable semi-annually in arrears. | |
| Interest Payment Dates | Interest on the Exchange Notes will be paid semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023. |
| Optional Redemption of the Exchange Notes |
Prior to (i) with respect to the 2027 Exchange Notes, July 15, 2027 (1 month prior to the maturity date of such notes), (ii) with respect to the 2032 Exchange Notes, May 15, 2032 (3 months prior to the maturity date of such notes), (iii) with respect to the 2052 Exchange Notes, February 15, 2052 (6 months prior to the maturity date of such notes), and (iv) with respect to the 2062 Exchange Notes, February 15, 2062 (6 months prior to the maturity date of such notes) (each such date, a “Par Call Date”), each series of Exchange Notes will be redeemable as a whole or in part, at our option at any time and from time to time at the applicable “make whole” redemption price described under “Description of the Notes—Optional Redemption of the Exchange Notes” plus, in each case, accrued and unpaid interest, if any, thereon to, but excluding, the applicable redemption date.
On or after the applicable Par Call Date, each series of Exchange Notes will be redeemable as a whole or in part, at our option at any time and from time to time at a redemption price equal to 100% of the principal amount of the Exchange Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. |
| Ranking | The Exchange Notes will be our unsecured and unsubordinated debt and will rank equally with our existing and future unsecured and unsubordinated debt. The Exchange Notes will not be guaranteed by any of our subsidiaries and will rank structurally subordinate to all liabilities of our subsidiaries. |
| Risk Factors | Investing in the Exchange Notes involves risk. You should read the “Risk Factors” section of this prospectus and in our latest Annual Report on Form 10-K, and other periodic reports we have filed and may file with the SEC from time to time, for a discussion of factors to which you should refer and carefully consider prior to making an investment in the Exchange Notes. |
| Trustee | U.S. Bank Trust Company, National Association. |
| Governing Law | The State of New York. |
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Investing in the Exchange Notes involves a high degree of risk. You should carefully consider the risks described below and the information under “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and “Item 1A – Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, each of which is incorporated by reference herein, as well as the other information included in or incorporated by reference into this prospectus, before making a decision to invest in the Exchange Notes. The risks described below and incorporated by reference are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity. In such a case, you may lose all or part of your investment in the Exchange Notes. See “Cautionary Statement Concerning Forward-Looking Statements.”
Risks Related to the Exchange Offer
If you choose not to exchange your Original Notes in the exchange offer, the transfer restrictions currently applicable to your Original Notes will remain in force and the market price of your Original Notes could decline.
If you do not exchange your Original Notes for Exchange Notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the Original Notes as set forth in the offering memorandum distributed in connection with the private offering of the Original Notes. In general, the Original Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement entered into in connection with the private offering of the Original Notes, we do not intend to register resales of the Original Notes under the Securities Act. The tender of Original Notes under the exchange offer will reduce the principal amount of the Original Notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the Original Notes due to a reduction in liquidity. Holders who do not tender their Original Notes will not have any further registration rights or any right to receive additional interest under the registration rights agreement or otherwise.
You must follow the exchange offer procedures carefully in order to receive the Exchange Notes.
If you do not follow the procedures described in this prospectus, you will not receive any Exchange Notes. If you want to tender your Original Notes in exchange for Exchange Notes, you will need to contact a DTC participant to complete the book-entry transfer procedures, or otherwise complete and transmit a letter of transmittal, in each case as described under “The Exchange Offer,” prior to the expiration date, and you should allow sufficient time to ensure timely completion of these procedures to ensure delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of Original Notes for exchange. In addition, there are no guaranteed delivery procedures available to you in connection with this exchange offer. For additional information, see the section captioned “The Exchange Offer” in this prospectus.
The market for the Original Notes may be significantly more limited after the exchange offer and you may not be able to sell your Original Notes after the exchange offer.
If the Original Notes are tendered and accepted for exchange under the exchange offer, the trading market for the Original Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Original Notes not tendered for exchange could be adversely affected. The extent of the market for the Original Notes and the availability of price quotations would depend upon a number of factors, including the number of holders of the Original Notes remaining outstanding and the interest of securities firms in maintaining a market in the Original Notes. An issue of securities with a similar outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for the Original Notes that are not exchanged in the exchange offer may be affected adversely as the Original Notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the Original Notes that are not exchanged more volatile.
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Some holders may be required to comply with the registration and prospectus delivery requirements of the Securities Act.
If you exchange your Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In addition, any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot guarantee that a current prospectus will be available at all times to broker-dealers wishing to resell their Exchange Notes.
Risks Relating to the Exchange Notes
The Exchange Notes are senior unsecured obligations and will be effectively subordinated to all of our future secured debt.
The Exchange Notes are our senior unsecured obligations, ranking equally with our other senior unsecured indebtedness. The Exchange Notes are not secured by any of our assets. As a result, the indebtedness represented by the Exchange Notes will effectively be subordinated to any secured indebtedness we may incur, to the extent of the value of the assets securing such indebtedness. In the event of any distribution or payment of our assets in any dissolution, winding up, liquidation, reorganization or other similar proceeding, any secured creditors would have a superior claim to the extent of their collateral.
The Exchange Notes will be structurally subordinated to all existing and future liabilities of our subsidiaries.
We conduct a majority of our operations through our subsidiaries, which are distinct legal entities from us. The Exchange Notes are obligations exclusively of Meta Platforms, Inc. and are not guaranteed by any of our subsidiaries. As a result, the Exchange Notes are structurally subordinated to all existing and future liabilities of our subsidiaries. In the event of any dissolution, winding up, liquidation, reorganization or other similar proceeding of a subsidiary, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the Exchange Notes. As a result, you may receive less than you are entitled to receive or recover nothing if any dissolution, winding up, liquidation, reorganization or other similar proceeding occurs.
The indenture governing the Exchange Notes does not contain financial covenants and only provides limited restrictions on our ability to engage in significant corporate events and other activities, which could adversely impact your investment in the Exchange Notes.
The indenture governing the Exchange Notes does not:
| · | require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the Exchange Notes in the event that we experience significant adverse changes in our financial condition or results of operations; |
| · | restrict our subsidiaries’ ability to issue securities or otherwise incur indebtedness or other liabilities that would be senior to our equity interests in our subsidiaries and therefore would be structurally senior to the Exchange Notes; |
| · | limit our ability to incur secured indebtedness that would effectively rank senior to the Exchange Notes to the extent of the value of the assets securing the indebtedness, or to engage in sale and leaseback transactions; |
| · | limit our ability to incur indebtedness that is equal in right of payment to the Exchange Notes; |
| · | restrict our ability to repurchase or prepay our securities or other indebtedness; |
| · | restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities ranking junior to the Exchange Notes; |
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| · | restrict our ability to enter into highly leveraged transactions; or |
| · | require us to repurchase the Exchange Notes in the event of a change in control. |
As a result of the foregoing, when evaluating the terms of the Exchange Notes, you should be aware that the terms of the indenture and the Exchange Notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the Exchange Notes.
Our credit ratings may not reflect all risks of your investment in the Exchange Notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Exchange Notes. These credit ratings may not reflect the potential impact of all risks relating to the Exchange Notes. Agency credit ratings are not a recommendation to buy, sell or hold any security, and may be revised adversely or downgraded or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s credit rating.
Redemption may adversely affect your return on the Exchange Notes.
We have the right to redeem the Exchange Notes of each series on the terms set forth in this prospectus. We may redeem such Exchange Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective interest rate as high as or substantially similar to that of the Exchange Notes being redeemed.
If trading markets develop, changes in our credit ratings or the debt markets could adversely affect the market prices of the Exchange Notes.
The prices for the Exchange Notes depend on many factors, including:
| · | our credit ratings; |
| · | prevailing interest rates being paid by, or the market prices for notes issued by, other companies similar to us; |
| · | our results of operations, financial condition, and prospects; and |
| · | the overall conditions of the general economy and the financial markets. |
The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the prices of the Exchange Notes.
Rating agencies continually review the credit ratings they have assigned to companies and debt securities. Negative changes in the credit ratings assigned to us or our debt securities could have an adverse effect on the market prices of the Exchange Notes. Credit ratings are not recommendations to purchase, hold or sell the Exchange Notes.
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We will not receive any cash proceeds from the issuance of the Exchange Notes. The Exchange Notes will be exchanged for Original Notes as described in this prospectus upon our receipt of Original Notes. We will cancel all of the Original Notes surrendered in exchange for the Exchange Notes.
Our net proceeds from the sale of the Original Notes were approximately $9.921 billion, after deduction of the initial purchasers’ discounts and commissions and other expenses of the offering. We intend to use those net proceeds for general corporate purposes, which may include, but are not limited to, capital expenditures, repurchases of outstanding shares of our common stock, acquisitions or investments.
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General
We hereby offer to exchange a like principal amount of Exchange Notes for any or all outstanding Original Notes on the terms and subject to the conditions set forth in this prospectus. We often refer to the offer as the “exchange offer.” You may tender some or all of your outstanding Original Notes pursuant to the exchange offer. As of the date of this prospectus, $2,750,000,000 aggregate principal amount of the 2027 Original Notes, $3,000,000,000 aggregate principal amount of the 2032 Original Notes, $2,750,000,000 aggregate principal amount of the 2052 Original Notes and $1,500,000,000 aggregate principal amount of the 2062 Original Notes are outstanding. Our obligation to accept Original Notes for exchange pursuant to the exchange offer is subject to certain conditions set forth hereunder.
Purpose and Effect of the Exchange Offer
In connection with the offering of the Original Notes, which was consummated on August 9, 2022, we entered into a registration rights agreement with the initial purchasers of the Original Notes, pursuant to which we agreed, among other things, to use commercially reasonable efforts to:
| · | file, no later than 270 days after August 9, 2022, a registration statement with respect to a registered offer to exchange the Original Notes for the Exchange Notes, which will have terms substantially identical in all material respects to the Original Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and additional interest); and |
| · | cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days after August 9, 2022. |
The registration rights agreement provides that, upon the effectiveness of this registration statement, we will promptly commence the exchange offer and use our commercially reasonable efforts to (i) keep the exchange offer open for at least 20 business days (or longer if required by applicable law) after the date that notice of the exchange offer is transmitted to the holders of the Original Notes and (ii) consummate the exchange offer on or prior to the 395th day following August 9, 2022.
If:
(A) we have not exchanged Exchange Notes for all Original Notes validly tendered in accordance with the terms of the exchange offer within 395 days after the Original Notes were issued, and a shelf registration statement has not been declared effective under the Securities Act within 270 days after the date, if any, on which we became obligated to file the shelf registration statement pursuant to the registration rights agreement; or
(B) if applicable, a shelf registration statement covering resales of the Original Notes has been declared effective and such shelf registration statement ceases to be effective at any time during the effectiveness period (subject to certain exceptions) (each such event referred to in clauses (A) and (B), a “Registration Default”),
then additional interest will accrue on the principal amount of the Original Notes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, which rate will, after such 90-day period, increase to a maximum of 0.50% per annum thereafter (any such additional interest to be calculated by us) commencing on (x) the first day after the expiration of the registration period contemplated by the registration rights agreement (in the case of clause (A) above) or (y) the day such shelf registration statement ceases to be effective (in the case of clause (B) above); provided, however, that, upon the exchange of Exchange Notes for all Original Notes tendered (in the case of clause (A) above) or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above) or if the Original Notes otherwise no longer constitute transfer restricted securities (as such term is defined in the registration rights agreement), additional interest on such Original Notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.
Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the Notes is payable. All references to interest in the indenture also refer to additional interest.
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The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.
Terms of the Exchange Offer; Period for Tendering Original Notes
This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange Original Notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.
| · | When you tender to us Original Notes as provided below, our acceptance of the Original Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal. |
| · | For each $1,000 principal amount of Original Notes surrendered to us in the exchange offer, we will give you $1,000 principal amount of Exchange Notes. |
| · | We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the Original Notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of Original Notes at their addresses listed in the trustee’s security register with respect to the Original Notes. |
| · | The exchange offer expires at 11:59 p.m., New York City time, on , 2022; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means , 2022 or, if extended by us, the latest time and date to which the exchange offer is extended. |
| · | As of the date of this prospectus, $2,750,000,000 in aggregate principal amount of the 3.500% Senior Notes due 2027, $3,000,000,000 in aggregate principal amount of the 3.850% Senior Notes due 2032, $2,750,000,000 in aggregate principal amount of the 4.450% Senior Notes due 2052 and $1,500,000,000 in aggregate principal amount of the 4.650% Senior Notes due 2062 were outstanding. The exchange offer is not conditioned upon any minimum principal amount of Original Notes being tendered. |
| · | Our obligation to accept Original Notes for exchange in the exchange offer is subject to the conditions that we describe in the section “¾Conditions to the Exchange Offer” below. |
| · | We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any Original Notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all Original Notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer. |
| · | We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Original Notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “¾Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change. |
| · | We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the Original Notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, |
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advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service and/or similar services.
| · | Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. |
| · | Original Notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement. |
| · | We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC thereunder. |
| · | By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resales of the Exchange Notes.” |
Important rules concerning the exchange offer
You should note that:
| · | All questions as to the validity, form, eligibility, time of receipt and acceptance of Original Notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding. |
| · | We reserve the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful. |
| · | We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular Original Notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender Original Notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of Original Notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine. |
| · | Our interpretation of the terms and conditions of the exchange offer as to any particular Original Notes either before or after the expiration date shall be final and binding on all parties. |
| · | Neither Meta, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give any notification. |
Procedures for Tendering Original Notes
What to submit and how
If you, as the registered holder of an Original Note, wish to tender your Original Notes for exchange in the exchange offer, you must contact a DTC participant to complete the book-entry transfer procedures described below, or otherwise complete and transmit a properly completed and duly executed letter of transmittal to the exchange agent, U.S. Bank Trust Company, National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date.
In addition,
| (1) | certificates for Original Notes must be received by the exchange agent along with the letter of transmittal, or |
| (2) | a timely confirmation of a book-entry transfer of Original Notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date. |
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The method of delivery of Original Notes and letters of transmittal is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to ensure timely completion of these procedures to ensure delivery. No letters of transmittal or Original Notes should be sent to Meta.
Book-Entry Transfer
The exchange agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of Original Notes by causing DTC to transfer Original Notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the Original Notes so tendered will only be made after timely confirmation of book-entry transfer of Original Notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering Original Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.
Although delivery of Original Notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date.
If your Original Notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your securities of your intention to tender your Original Notes or not tender your Original Notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your notes. A copy of that form is available from the exchange agent.
Letter of Transmittal Procedures
If your notes are not held through DTC, you must complete and transmit a properly completed and duly executed letter of transmittal to the exchange agent, U.S. Bank Trust Company, National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Original Notes being surrendered for exchange are tendered:
| (1) | by a registered holder of the Original Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or |
| (2) | for the account of an eligible institution. |
If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:
| · | a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or |
| · | a commercial bank or trust company having an office or correspondent in the United States. |
If the letter of transmittal is signed by a person or persons other than the registered holder or holders of Original Notes, the Original Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the Original Notes and with the signature guaranteed.
If the letter of transmittal or any Original Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative
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capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of its authority to so act must be submitted.
Acceptance of Original Notes for Exchange; Delivery of Exchange Notes
Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all Original Notes properly tendered and will issue the Exchange Notes promptly after the expiration of the exchange offer. See “¾Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.
In all cases, we will issue Exchange Notes in exchange for Original Notes that are accepted for exchange only after timely receipt by the exchange agent of:
| · | a timely book-entry confirmation of transfer of Original Notes into the exchange agent’s account at DTC using the book-entry transfer procedures described above, or |
| · | certificates for Original Notes and a properly completed and duly executed letter of transmittal. |
If we do not accept any tendered Original Notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing Original Notes in a greater principal amount than you wish to exchange, in the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged Original Notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer, or in the case of Original Notes tendered by transmitting a completed letter of transmittal, we will return any unaccepted or non-exchanged Original Notes without expense to the tendering holder.
There are not any guaranteed delivery procedures applicable to the exchange offer under the terms of the exchange offer.
Withdrawal Rights
You can withdraw your tender of Original Notes at any time on or prior to the expiration date.
For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:
| · | the name of the person having tendered the Original Notes to be withdrawn; |
| · | the Original Notes to be withdrawn; |
| · | the principal amount of the Original Notes to be withdrawn; |
| · | if certificates for Original Notes have been delivered to the exchange agent, the name in which the Original Notes are registered, if different from that of the withdrawing holder; |
| · | if certificates for Original Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution; and |
| · | if Original Notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes and otherwise comply with the procedures of that facility. |
Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any Original Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.
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If you have properly withdrawn Original Notes and wish to re-tender them, you may do so by following one of the procedures described under “¾Procedures for Tendering Original Notes” above at any time on or prior to the expiration date.
Conditions to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Original Notes and may terminate or amend the exchange offer, if at any time before the acceptance of Original Notes for exchange or the exchange of the Exchange Notes for Original Notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.
That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time prior to the expiration of the exchange offer.
Exchange Agent
U.S. Bank Trust Company, National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, addressed as follows:
Deliver To:
U.S. Bank Trust Company, National Association, Exchange Agent
Corporate Actions
111 Fillmore Avenue
St. Paul, MN 55107-1402
Email: cts.specfinance@usbank.com
Facsimile Transmissions:
(Eligible Institutions Only)
(651) 466-7367
To Confirm by Telephone
or for Information:
(800) 934-6802
Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.
Fees and Expenses
The principal solicitation is being made by delivering this prospectus to noteholders through the facilities of DTC; however, additional solicitation may be made by mail, telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable expenses in connection with the exchange offer.
The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be approximately $1.286 million.
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Transfer Taxes
Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.
Resale of the Exchange Notes
Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the Exchange Notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.
However, any purchaser of Original Notes who is an “affiliate” of Meta or who intends to participate in the exchange offer for the purpose of distributing the Exchange Notes
| (1) | will not be able to rely on the interpretation of the staff of the SEC; |
| (2) | will not be able to tender its Original Notes in the exchange offer; and |
| (3) | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless that sale or transfer is made using an exemption from those requirements. |
By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the Original Notes will represent that:
| (1) | it is not our “affiliate” |
| (2) | any Exchange Notes to be received by it were acquired in the ordinary course of its business; |
| (3) | it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the Exchange Notes; |
| (4) | it has full power and authority to tender, exchange, assign and transfer the Original Notes being tendered; and |
| (5) | we will acquire good and unencumbered title to the Original Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when we accept the Original Notes. |
In addition, in connection with any resales of Exchange Notes, any broker-dealer participating in the exchange offer who acquired securities for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes, other than a resale of an unsold allotment from the original sale of the Original Notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of Exchange Notes.
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The Original Notes were issued, and the Exchange Notes will be issued, under an indenture, dated as of August 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of August 9, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “indenture”). Each series of Exchange Notes will be part of the same series of the applicable series of Original Notes. All references to the Notes of a series in this section refer collectively to the Exchange Notes and the Original Notes of such series, and all references to the Notes refer collectively to the Exchange Notes and the Original Notes.
The following is a description of the particular terms of the Notes of each series. The following discussion summarizes selected provisions of the indenture. Because this is only a summary, it is not complete and does not describe every aspect of the Notes and the indenture. Capitalized terms used and not defined in this summary have the meanings specified in the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the Notes. For purposes of this section of this prospectus, references to “we,” “us” and “our” are to Meta Platforms, Inc. and not to any of its subsidiaries.
A copy of the indenture can be obtained by following the instructions under the heading “Where You Can Find More Information.” You should read the indenture for provisions that may be important to you but which are not included in this summary.
General
The 2027 Notes will initially be limited to an aggregate principal amount of $2,750,000,000. The 2027 Notes will bear interest from August 9, 2022 or the most recent date to which interest has been paid on the 2027 Original Notes or 2027 Exchange Notes, payable semi-annually on each February 15 and August 15, beginning on February 15, 2023, to the persons in whose names the 2027 Notes are registered at the close of business on each February 1 and August 1, as the case may be (whether or not a business day), immediately preceding such February 15 and August 15. The 2027 Notes will mature on August 15, 2027.
The 2032 Notes will initially be limited to an aggregate principal amount of $3,000,000,000. The 2032 Exchange Notes will bear interest from August 9, 2022 or the most recent date to which interest has been paid on the 2032 Original Notes or 2032 Exchange Notes, payable semi-annually on each February 15 and August 15, beginning on February 15, 2023, to the persons in whose names the 2032 Notes are registered at the close of business on each February 1 and August 1, as the case may be (whether or not a business day), immediately preceding such February 15 and August 15. The 2032 Notes will mature on August 15, 2032.
The 2052 Notes will initially be limited to an aggregate principal amount of $2,750,000,000. The 2052 Notes will bear interest from August 9, 2022 or the most recent date to which interest has been paid on the 2052 Original Notes or 2052 Exchange Notes, payable semi-annually on each February 15 and August 15, beginning on February 15, 2023, to the persons in whose names the 2052 Notes are registered at the close of business on each February 1 and August 1, as the case may be (whether or not a business day), immediately preceding such February 15 and August 15. The 2052 Notes will mature on August 15, 2052.
The 2062 Notes will initially be limited to an aggregate principal amount of $1,500,000,000. The 2062 Notes will bear interest from August 9, 2022 or the most recent date to which interest has been paid on the 2062 Original Notes or 2062 Exchange Notes, payable semi-annually on each February 15 and August 15, beginning on February 15, 2023, to the persons in whose names the 2062 Notes are registered at the close of business on each February 1 and August 1, as the case may be (whether or not a business day), immediately preceding such February 15 and August 15. The 2062 Notes will mature on August 15, 2062.
The Notes are not subject to any sinking fund.
The indenture does not limit our ability to incur additional indebtedness, including indebtedness that is secured, senior to or equal in right of payment to the Notes, and we may issue additional debt securities under the indenture from time to time in one or more series.
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We may, without the consent of the existing holders of the Notes, issue additional Notes of any series having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing Notes of a particular series and additional Notes of such series form the same series under the indenture; provided, however, that if any such additional Notes are not fungible with the existing Notes for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number.
The Original Notes are, and the Exchange Notes will be, our unsecured and unsubordinated debt, ranking equally and ratably among themselves and with our existing and future unsecured and unsubordinated debt.
The Original Notes were, and the Exchange Notes will be, issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Original Notes of each series are, and the Exchange Notes of each series will be, represented by one or more global securities registered in the name of a nominee of DTC. The Notes will be available only in book-entry form.
Calculation of Interest on the Notes
If any interest payment date, redemption date or the maturity date of the Notes of any series is not a business day, then payment of interest and/or principal will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from such interest payment date, redemption date or maturity date, as the case may be, to the date payment is made. Interest on the Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
For purposes of the Notes, a “business day” is any day other than a Saturday, Sunday or other day on which commercial banks are required or permitted by law, regulation, or executive order to be closed in New York City or in the place of payment.
Optional Redemption of the Notes
Each series of Notes is redeemable as a whole or in part, at our option at any time and from time to time prior to the applicable Par Call Date (as set forth in the table below), at a redemption price equal to the greater of:
| (1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Spread for such Notes (as set forth in the table below), less (b) interest accrued and unpaid thereon to the date of redemption, and |
| (2) | 100% of the principal amount of the Notes to be redeemed, |
plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Each series of Notes is redeemable as a whole or in part, at our option at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
Series
|
Par Call Date
|
Spread
|
| 2027 Notes | July 15, 2027 (1 month prior to maturity) | 15 basis points |
| 2032 Notes | May 15, 2032 (3 months prior to maturity) | 20 basis points |
| 2052 Notes | February 15, 2052 (6 months prior to maturity) | 25 basis points |
| 2062 Notes | February 15, 2062 (6 months prior to maturity) | 25 basis points |
“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs:
| (1) | The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical |
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release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (x) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (y) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (z) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
| (2) | If on the third business day preceding the redemption date H.15 TCM or any successor designation is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. |
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be sent at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed. If fewer than all of the Notes of a series are to be redeemed, the particular Notes to be redeemed shall be selected by the trustee pro rata or by lot or by such method as the trustee shall deem fair and appropriate unless otherwise required by law and, in respect of global notes, subject to the applicable procedures of the depositary. If any Note is to be redeemed only in part, the notice of redemption that relates to such Note shall state the principal amount thereof to be redeemed. A new Note in principal amount equal to and in exchange for the unredeemed portion of the principal of the Note surrendered will be issued in the name of the holder of the Note upon surrender of the original note.
No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
Any notice of redemption may, at our discretion, be subject to one or more conditions precedent, including completion of a refinancing transaction or other corporate transaction. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, we may, in our discretion, delay the redemption date until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice
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may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed.
Unless we default in payment of the redemption price and accrued interest, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
Consolidation, Merger or Sale
We cannot consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any person (other than to one or more of our subsidiaries) unless (1) we will be the continuing corporation or (2) the successor corporation or person to which our assets are conveyed, transferred or leased is a corporation, partnership, trust or other entity organized and validly existing under the laws of the United States, any state of the United States or the District of Columbia and it expressly assumes our obligations on any debt securities outstanding under the indenture, including the Notes, and our obligations under the indenture. In addition, we cannot effect such a transaction unless immediately after giving effect to such transaction, no default or event of default under the indenture shall have occurred and be continuing. When the person to whom our assets are transferred or leased has assumed our obligations under the debt securities outstanding under the indenture, including the Notes, and under the indenture, we shall be discharged from all our obligations under the debt securities, including the Notes, and the indenture.
This covenant would not apply to any recapitalization transaction, a change of control of us or a highly leveraged transaction, unless the transaction or change of control were structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.
Events of Default
The term “Event of Default,” when used in the indenture, means any of the following with respect to any series of debt securities, including the Notes of any series:
| · | failure to pay interest for 30 days after the date payment is due and payable; |
| · | failure to pay principal or premium, if any, on any debt security of such series when due, either at maturity, upon any redemption, by declaration or otherwise; |
| · | failure to perform any other covenant applicable to such series for 90 days after notice that performance was required; or |
| · | certain events relating to our bankruptcy, insolvency or reorganization. |
An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the indenture. If an Event of Default relating to the payment of interest or principal involving any series of debt securities, including any series of Notes, has occurred and is continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of each affected series may declare the entire principal of all the debt securities of such series to be due and payable immediately.
If an Event of Default relating to the performance of other covenants has occurred and is continuing for a period of 90 days after notice of such, then the trustee or the holders of not less than 25% in aggregate principal amount of all of the series of debt securities outstanding under the indenture, including any series of Notes, affected thereby may declare the entire principal amount of all of such series of debt securities due and payable immediately.
The holders of not less than a majority in aggregate principal amount of the debt securities of a series may, after satisfying conditions, rescind and annul any of the above-described declarations and consequences involving the series.
If an Event of Default relating to events in bankruptcy, insolvency or reorganization occurs and is continuing, then the principal amount of all of the Notes and any other debt securities outstanding, and any accrued interest, will automatically become due and payable immediately, without any declaration or other act by the trustee or any holder.
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The indenture provides that the trustee shall within 90 days after the trustee shall have actual knowledge or received written notice of the occurrence of a default with respect to a particular series of debt securities, including a series of Notes, give the holders of the debt securities of such series notice of such default known to it; provided that, except in the case of a default or Event of Default in payment of the principal, premium, if any, of, or interest on, any debt security of such series or in the payment of any redemption obligation, the trustee may withhold the notice if, and so long as, it in good faith determines that withholding the notice is in the interests of the holders of debt securities of that series.
The indenture imposes limitations on suits brought by holders of debt securities against us. Except as provided below, no holder of debt securities of any series, including any series of Notes, may institute any action against us under the indenture unless:
| · | the holder has previously given to the trustee written notice of default and continuance of that default; |
| · | the holders of at least 25% in principal amount of the outstanding debt securities of the affected series have requested in writing that the trustee institute the action; |
| · | the requesting holders have offered the trustee security or indemnity satisfactory to it for expenses and liabilities that may be incurred by bringing the action; |
| · | the trustee has not instituted the action within 60 days of the request; and |
| · | the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt securities of the series. |
Notwithstanding the foregoing, each holder of debt securities of any series has the right, which is absolute and unconditional, to receive payment of the principal of and premium and interest, if any, on such debt securities when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of that holder of debt securities.
We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in compliance with any condition or covenant of the indenture.
Modification of the Indenture
The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of the Notes or any other debt securities to:
| · | secure any debt securities; |
| · | evidence the assumption by a successor corporation of our obligations; |
| · | add covenants for the protection of the holders of debt securities; |
| · | add one or more guarantees for the benefit of holders of debt securities; |
| · | cure any ambiguity, defect or mistake or correct any inconsistency in the indenture; |
| · | establish the forms or terms of additional series of debt securities under the indenture; |
| · | conform any provision of the indenture to this description of the Notes or the description of debt securities or other relevant section in any future prospectus describing the terms of any other series of debt securities under the indenture; |
| · | evidence and provide for the acceptance of appointment by a successor trustee; |
| · | provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
| · | make any change that does not materially adversely affect the right of any holder; and |
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| · | comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended. |
The indenture also provides that we and the trustee may, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of all series of senior debt securities or subordinated debt securities, as the case may be, then outstanding and affected (voting as one class), add any provisions to, or change in any manner, eliminate or modify in any way the provisions of, the indenture or modify in any manner the rights of the holders of the debt securities.
We and the trustee may not, however, without the consent of the holder of each outstanding debt security, including each Note, affected thereby:
| · | extend the final maturity of any debt security; |
| · | reduce the principal amount or premium, if any; |
| · | reduce the rate or extend the time of payment of interest; |
| · | reduce any amount payable on redemption; |
| · | change the currency in which the principal (other than as may be provided otherwise with respect to a series), premium, if any, or interest is payable; |
| · | reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration or provable in bankruptcy; |
| · | modify any of the subordination provisions or the definition of senior indebtedness applicable to any subordinated debt securities in a manner adverse to the holders of those securities; |
| · | alter provisions of the indenture relating to the debt securities not denominated in U.S. dollars; |
| · | impair the right to institute suit for the enforcement of any payment on any debt security when due; |
| · | reduce the percentage of holders of the debt securities of any series whose consent is required for any modification of the indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences) provided for in the indenture; or |
| · | modify any provisions set forth in this paragraph. |
Discharge, Defeasance and Covenant Defeasance
We may discharge our obligations to holders of any series of debt securities, including any series of Notes, that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms to become due and payable within one year (or are scheduled for redemption within one year). We may effect a discharge by irrevocably depositing with the trustee cash or U.S. government obligations or, in the case of any debt securities denominated in a foreign currency, foreign government obligations, as trust funds, in an amount sufficient to pay when due, whether at maturity, upon redemption or otherwise, the principal of, premium, if any, and interest on the debt securities and any mandatory sinking fund payments; provided that with respect to any discharge in connection with any redemption that requires the payment of a “make-whole” amount, the amount deposited shall be sufficient for purposes of the indenture to the extent that an amount is deposited with the trustee equal to such “make-whole” amount calculated as of the date of the discharge, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer's Certificate delivered to the trustee at least two business days prior to the redemption date that confirms that the deposit of such Applicable Premium Deficit shall be applied toward such redemption.
We may also discharge any and all of our obligations to holders of any series of debt securities, including any series of Notes, at any time (“legal defeasance”). We also may be released from the obligations imposed by any
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covenants of any outstanding series of debt securities and provisions of the indenture, and we may omit to comply with those covenants without creating an Event of Default (“covenant defeasance”). We may effect legal defeasance and covenant defeasance only if, among other things:
| · | we irrevocably deposit with the trustee cash or U.S. government obligations or, in the case of any debt securities denominated in a foreign currency, foreign government obligations, as trust funds, in an amount certified to be sufficient to pay at maturity (or upon redemption) the principal, premium, if any, and interest on all outstanding debt securities of the series; provided that with respect to any defeasance in connection with any redemption that requires the payment of a “make-whole” amount, the amount deposited shall be sufficient for purposes of the indenture to the extent that an amount is deposited with the trustee equal to such “make-whole” amount calculated as of the date of the defeasance, with any Applicable Premium Deficit only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer's Certificate delivered to the trustee at least two business days prior to the redemption date that confirms that the deposit of such Applicable Premium Deficit shall be applied toward such redemption; |
| · | we deliver to the trustee an opinion of counsel from a nationally recognized law firm to the effect that the beneficial owners of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such defeasance had not occurred, which opinion, in the case of legal defeasance, must be based on a ruling of the Internal Revenue Service (“IRS”) issued, or a change in U.S. federal income tax law; |
| · | no default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of deposit; and |
| · | we deliver to the trustee an Officer’s Certificate and an opinion of counsel each stating that we have complied with all of the above requirements. |
Although we may discharge or defease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the transfer or exchange of any series of debt securities, including any series of Notes, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of debt securities, including any series of Notes.
Governing Law
The indenture and the Original Notes are, and the Exchange Notes will be, governed by, and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
U.S. Bank Trust Company, National Association serves as trustee under the indenture.
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Material United States Tax Consequences of the Exchange Offer
The exchange of Original Notes for Exchange Notes in the exchange offer will not result in any United States federal income tax consequences to holders. When a holder exchanges an Original Note for an Exchange Note in the exchange offer, the holder will have the same adjusted basis and holding period in the Exchange Note as in the Original Note immediately before the exchange.
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Each broker-dealer that receives Exchange Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the effective date of this registration statement, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any resale of Exchange Notes received by it in exchange for Original Notes.
We will not receive any proceeds from any sale of Exchange Notes by broker-dealers.
Exchange Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions
| · | in the over-the-counter market; |
| · | in negotiated transactions; |
| · | through the writing of options on the Exchange Notes; or |
| · | a combination of those methods of resale |
at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.
Any such resale may be made:
| · | directly to purchasers; or |
| · | to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any such Exchange Notes. |
Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those Exchange Notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those Exchange Notes and any commission or concessions received by any such persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.
For a period of 90 days after the effective date of this registration statement, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.
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The validity of the Exchange Notes will be passed on for us by Davis Polk & Wardwell LLP, New York, New York.
The consolidated financial statements of Meta Platforms, Inc. included in Meta Platforms, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 and the effectiveness of Meta Platforms, Inc.’s internal control over financial reporting as of December 31, 2021 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
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Meta Platforms, Inc.
Offer to Exchange
3.500% Senior Notes due 2027 for New 3.500% Senior Notes due 2027
3.850% Senior Notes due 2032 for New 3.850% Senior Notes due 2032
4.450% Senior Notes due 2052 for New 4.450% Senior Notes due 2052
4.650% Senior Notes due 2062 for New 4.650% Senior Notes due 2062
PROSPECTUS
, 2022
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Meta Platforms, Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to Meta Platforms, Inc. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.1 of Meta Platforms, Inc.’s Amended and Restated Bylaws provides for indemnification by Meta Platforms, Inc. of its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Meta Platforms, Inc.’s Amended and Restated Certificate of Incorporation provides for such limitations of liability.
Meta Platforms, Inc. also maintains directors' and officers' liability insurance.
The registration rights agreement filed as Exhibit 4.3 to this registration statement provides for indemnification of directors and officers of Meta Platforms, Inc. by the initial purchasers against certain liabilities.
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Item 21. Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this Registration Statement:
* Filed herewith
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Item 22. Undertakings
(a) The undersigned hereby undertakes:
(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction , and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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Pursuant to the requirements of the Securities Act, Meta Platforms, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 14th day of November, 2022.
| Meta Platforms, Inc. | |||
| By: | /s/ Susan Li | ||
| Name: | Susan Li | ||
| Title: | Chief Financial Officer | ||
KNOW ALL THOSE BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.
| Signature | Title | Date |
| /s/ Mark Zuckerberg | Chairman and Chief Executive Officer | November 14, 2022 |
| Mark Zuckerberg | (Principal Executive Officer) | |
| /s/ Susan Li | Chief Financial Officer | November 14, 2022 |
| Susan Li | (Principal Financial Officer) | |
| /s/ Susan J.S. Taylor | Chief Accounting Officer | November 14, 2022 |
| Susan J.S. Taylor | (Principal Accounting Officer) | |
| /s/ Peggy Alford | Director | November 14, 2022 |
| Peggy Alford | ||
| /s/ Marc L. Andreessen | Director | November 14, 2022 |
| Marc L Andreessen | ||
| /s/ Andrew W. Houston | Director | November 14, 2022 |
| Andrew W. Houston | ||
| /s/ Nancy Killefer | Director | November 14, 2022 |
| Nancy Killefer | ||
| /s/ Robert M. Kimmitt | Director | November 14, 2022 |
| Robert M. Kimmitt | ||
| /s/ Sheryl K. Sandberg | Director | November 14, 2022 |
| Sheryl K. Sandberg | ||
| /s/ Tracey T. Travis | Director | November 14, 2022 |
| Tracey T. Travis | ||
| /s/ Tony Xu | Director | November 14, 2022 |
| Tony Xu |
Exhibit 5.1
| draft | |||
 |
Davis Polk & Wardwell llp 450 Lexington Avenue davispolk.com
|
November 14, 2022
Meta
Platforms, Inc.
1601 Willow Road
Menlo
Park, California 94025
Ladies and Gentlemen:
We have acted as special counsel to Meta Platforms, Inc., a Delaware corporation (the “Company”) in connection with the Company’s offer (the “Exchange Offer”) to exchange its 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”), 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”), 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) and 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”), issued pursuant to an indenture dated as of August 9, 2022 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of August 9, 2022 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee, for any and all of its outstanding 3.500% Senior Notes due 2027 (the “2027 Original Notes”), 3.850% Senior Notes due 2032 (the “2032 Original Notes”), 4.450% Senior Notes due 2052 (the “2052 Original Notes”) and 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”) pursuant to the registration statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that the Exchange Notes, when the Exchange Notes are executed, authenticated and delivered in exchange for the Original Notes in accordance with the terms of the Indenture and the Exchange Offer, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; provided that we express no opinion as to the (w) enforceability of any waiver of rights under any usury or stay law, (x) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Exchange Notes to the extent determined to constitute unearned interest.
In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been suspended; (ii) the Indenture and the Exchange Notes are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the Exchange Notes.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Davis Polk & Wardwell LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Meta Platforms, Inc. for the exchange offer, and to the incorporation by reference therein of our reports dated February 2, 2022 with respect to the consolidated financial statements of Meta Platforms, Inc., and the effectiveness of internal control over financial reporting of Meta Platforms, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Mateo, California
November 14, 2022
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
__________________________
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) [_]
_______________________________________________________
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
David A. Jason
U.S. Bank Trust Company, National Association
One California Street, suite 1000
San Francisco, CA 94111
(415) 677-3622
(Name, address and telephone number of agent for service)
Meta Platforms, Inc.
(Issuer with respect to the Securities)
| Delaware | 20-1665019 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
1601 Willow Road Menlo Park, California |
94025 |
| (Address of Principal Executive Offices) | (Zip Code) |
3.500% Senior Notes due 2027
3.850% Senior Notes due 2032
4.450% Senior Notes due 2052
4.650% Senior Notes due 2062
(Title of the Indenture Securities)
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3- 15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
| 1. | A copy of the Articles of Association of the Trustee, attached as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence business and exercise corporate trust powers, attached as Exhibit 2. |
| 3. | A copy of the existing bylaws of the Trustee, attached as Exhibit 3. |
| 4. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 5. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 5. |
| 6. | Report of Condition of the Trustee as of June 30, 2022, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 6. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, State of California on the 14th of November, 2022.
| By: | /s/ David A. Jason | |
|---|---|---|
| David A. Jason | ||
| Vice President | ||
Exhibit 1
ARTICLES OF ASSOCIATION OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the "Association) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.
Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.
FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the
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Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.
In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.
A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.
Transfers of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.
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Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.
SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
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| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (11) | Make contracts. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.
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In witness whereof, we have hereunto set our hands this 11th of June, 1997.
Exhibit 2
Exhibit 3
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.
Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.
Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.
Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.
Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board
by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.
Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.
Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and
(2) Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.
Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.
Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of
its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.
Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.
Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other
officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.
Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.
Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.
Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.
Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 8, 2021)
Exhibit 5
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: November 14, 2022
| By: | /s/ David A. Jason | |
|---|---|---|
| David A. Jason | ||
| Vice President | ||
Exhibit 6
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 6/30/2022
($000’s)
| 6/30/2022 | ||||
| Assets | ||||
| Cash and Balances Due From | $ | 616,060 | ||
| Depository Institutions | ||||
| Securities | 4,515 | |||
| Federal Funds | 0 | |||
| Loans & Lease Financing Receivables | 0 | |||
| Fixed Assets | 2,682 | |||
| Intangible Assets | 582,627 | |||
| Other Assets | 121,863 | |||
| Total Assets | $ | 1,327,747 | ||
| Liabilities | ||||
| Deposits | $ | 0 | ||
| Fed Funds | 0 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 0 | |||
| Other Borrowed Money | 0 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 0 | |||
| Other Liabilities | 95,303 | |||
| Total Liabilities | $ | 95,303 | ||
| Equity | ||||
| Common and Preferred Stock | 200 | |||
| Surplus | 1,171,635 | |||
| Undivided Profits | 60,609 | |||
| Minority Interest in Subsidiaries | 0 | |||
| Total Equity Capital | $ | 1,232,444 | ||
| Total Liabilities and Equity Capital | $ | 1,327,747 | ||
Exhibit 99.1
LETTER OF TRANSMITTAL
Meta Platforms, Inc.
Offer to Exchange Exchange Notes Set Forth
Below
Registered Under the Securities Act of 1933, as amended
for
Any and All Corresponding Original Notes Set Forth Opposite Below
|
Exchange Notes |
CUSIP No. |
Original Notes |
CUSIP Nos. |
| 3.500% Senior Notes due 2027 | 30303M 8G0 | 3.500% Senior Notes due 2027 | 30303M 8B1, U59197 AB6 |
| 3.850% Senior Notes due 2032 | 30303M 8H8 | 3.850% Senior Notes due 2032 | 30303M 8D7, U59197 AD2 |
| 4.450% Senior Notes due 2052 | 30303M 8J4 | 4.450% Senior Notes due 2052 | 30303M 8E5, U59197 AE0 |
| 4.650% Senior Notes due 2062 | 30303M 8K1 | 4.650% Senior Notes due 2062 | 30303M 8F2, U59197 AF7 |
Pursuant to the Prospectus
Dated , 2022
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2022 UNLESS THE OFFER IS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. Bank Trust Company, National Association
|
By Registered or Certified Mail: St. Paul, MN 55107-1402
|
By Overnight Delivery or Hand: St. Paul, MN 55107-1402
Facsimile Transmissions:
|
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Original Notes (as defined below) if Original Notes are to be forwarded herewith and, unless your Original Notes are held through The Depository Trust Company (“DTC”), should be accompanied by the certificates for the Original Notes. If tenders of Original Notes are to be made by book-entry transfer to an account maintained by U.S. Bank Trust Company, National Association (the “Exchange Agent”) at DTC pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with the Automated Tender Offer Program (“ATOP”) established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP.
SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
| DESCRIPTION OF ORIGINAL NOTES TENDERED | |||
| Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank) |
Original Notes Tendered (attach additional list if necessary) | ||
| Certificate Number(s)* | Principal Amount of Original Notes |
Principal Amount of Original Notes Tendered (if less than all)** | |
| Total Amount Tendered |
|||
| * | Need not be completed by book-entry holders. |
| ** | Original Notes may be tendered in whole or in part in denominations of $2,000 and multiples of $1,000 thereof. All Original Notes held shall be deemed tendered unless a lesser number is specified in this column. |
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
| ☐ | CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: | |||||
| Name of Tendering Institution | ||||||
| DTC Account Number | ||||||
| Transaction Code Number | ||||||
| ☐ | CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE. | |||||
| ☐ | CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. | |||||
| Name | ||||||
| Address: | ||||||
Ladies and Gentlemen:
The undersigned hereby tenders to Meta Platforms, Inc., a Delaware corporation (the “Company”), the principal amount of the Company’s 3.500% Senior Notes due 2027 (the “2027 Original Notes”), 3.850% Senior Notes due 2032 (the “2032 Original Notes”), 4.450% Senior Notes due 2052 (the “2052 Original Notes”) and 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”) specified above in exchange for a like aggregate principal amount of the Company’s 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”), 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”), 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) and 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”), upon the terms and subject to the conditions set forth in the Prospectus dated , 2022 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the “Securities Act”).
Subject to and effective upon the acceptance for exchange of all or any portion of the Original Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Original Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Original Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Original Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Original Notes, (ii) present certificates for such Original Notes for transfer, and to transfer the Original Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE ORIGINAL NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Original Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Original Notes. The certificate number(s) and the Original Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Original Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Original Notes than are tendered or accepted for exchange, certificates for such unaccepted or nonexchanged Original Notes will be returned (or, in the case of Original Notes tendered by book-entry transfer, such Original Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Original Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Original Notes tendered hereby.
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Original Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Original Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Original Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver Exchange Notes to the undersigned at the address shown below the undersigned’s signature.
By tendering Original Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that
(i) the undersigned is not an “affiliate” of the Company,
(ii) any Exchange Notes to be received by the undersigned are being acquired in the ordinary course of its business,
(iii) the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Exchange Notes,
(iv) the undersigned has full power and authority to tender, exchange, assign and transfer the Original Notes being tendered, and
(v) the Company will acquire good and unencumbered title to the Original Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Company accepts the Original Notes.
By tendering Original Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Original Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original Notes held by the broker-dealer are held only as a nominee, or (b) such Original Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).
The Company has agreed that, subject to the provisions of the registration rights agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of Exchange Notes received in exchange for Original Notes, where such Original Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period of 90 days after the effective date of the registration statement or, if earlier, when all such Exchange Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Original Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Original Notes and executing, or otherwise becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the Prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the registration rights agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be.
All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus in connection with a valid withdrawal, this tender is irrevocable.
| HOLDER(S) SIGN HERE (See Instructions 2, 5 and 6) | ||||||||
| (Note: Signature(s) Must be Guaranteed if Required by Instruction 2) | ||||||||
| Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Original Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer’s full title. See Instruction 5. | ||||||||
| (Signature(s) of Holder(s)) | ||||||||
| Date | , 20__ | |||||||
| Name(s) | ||||||||
| (Please Print) | ||||||||
| Capacity | ||||||||
| (Include Full Title) | ||||||||
| Address | ||||||||
| (Include Zip Code) | ||||||||
| Area Code and Telephone Number | ||||||||
| (Tax Identification or Social Security Number(s)) | ||||||||
| GUARANTEE OF SIGNATURE(S) | ||||||||
| (See Instructions 2 and 5) | ||||||||
| Authorized Signature | ||||||||
| Name | ||||||||
| (Please Print) | ||||||||
| Date | , 20__ | |||||||
| Capacity or Title | ||||||||
| Name of Firm | ||||||||
| Address | ||||||||
| (Include Zip Code) | ||||||||
| Area Code and Telephone Number | ||||||||
| SPECIAL ISSUANCE INSTRUCTIONS | SPECIAL DELIVERY INSTRUCTIONS | |||||
| (See Instructions 1, 5 and 6) | (See Instructions 1, 5 and 6) | |||||
| To be completed ONLY if the Exchange Notes are to be issued in the name of someone other than the registered holder of the Original Notes whose name(s) appear(s) above. | To be completed ONLY if Exchange Notes are to be sent to someone other than the registered holder of the Original Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. | |||||
| Issue Exchange Notes to: | Mail Exchange Notes to: | |||||
| Name | Name | |||||
| (Please Print) | (Please Print) | |||||
| Address | Address | |||||
| (Include Zip Code) | (Include Zip Code) | |||||
| (Taxpayer Identification or Social Security Number) |
(Taxpayer Identification or Social Security Number) | |||||
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Original Notes are held through DTC, should be accompanied by the certificates for the Original Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering Original Notes —Book-Entry Transfer” in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Original Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the expiration date. Original Notes may be tendered in whole or in part in the principal amount of $2,000 and multiples of $1,000.
As used herein, “Eligible Institution” means a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States.
THE METHOD OF DELIVERY OF ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. THERE ARE NO GUARANTEED DELIVERY PROCEDURES AVAILABLE FOR THIS EXCHANGE OFFER. NO LETTERS OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent’s Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Original Notes) of Original Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or
(ii) such Original Notes are tendered for the account of a firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned “Description of Original Notes” is inadequate, the certificate number(s) and/or the principal amount of Original Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes will be accepted only in the principal amount of $2,000 and multiples of $1,000 thereof. If less than all the Original Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Original Notes which are to be tendered in the box entitled “Principal Amount of Original Notes Tendered (if less than all).” In such case, new certificate(s) for the remainder of the Original Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Original Notes, promptly after the expiration date. All Original Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Original Notes to be withdrawn, identify the Original Notes to be withdrawn (including the principal amount of such Original Notes) and (where certificates for Original Notes have been transmitted) specify the name in which such Original Notes are registered, if different from that of the withdrawing holder. If certificates for the Original Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Original Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Original Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering Original Notes —Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Original Notes and otherwise comply with the procedures of such facility. Original Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Original Notes.”
All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Transfer,” such Original Notes will be credited to an account maintained with DTC for the Original Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Original Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.
If any of the Original Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons’ authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the Original Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Original Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Original Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Original Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Original Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Original Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Original Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Original Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.
10. SECURITY TRANSFER TAXES. Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register Exchange Notes in the name of or request that Original Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE
THEREOF),
OR AN AGENT’S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
Exhibit 99.2
Meta Platforms, Inc.
Offer to Exchange Exchange Notes Set Forth
Below
Registered Under the Securities Act of 1933, as amended
for
Any and All Corresponding Original Notes Set Forth Opposite Below
|
Exchange Notes |
CUSIP No. |
Original Notes |
CUSIP Nos. |
| 3.500% Senior Notes due 2027 | 30303M 8G0 | 3.500% Senior Notes due 2027 | 30303M 8B1, U59197 AB6 |
| 3.850% Senior Notes due 2032 | 30303M 8H8 | 3.850% Senior Notes due 2032 | 30303M 8D7, U59197 AD2 |
| 4.450% Senior Notes due 2052 | 30303M 8J4 | 4.450% Senior Notes due 2052 | 30303M 8E5, U59197 AE0 |
| 4.650% Senior Notes due 2062 | 30303M 8K1 | 4.650% Senior Notes due 2062 | 30303M 8F2, U59197 AF7 |
To Our Clients:
Enclosed is a Prospectus, dated , 2022 of Meta Platforms, Inc., a Delaware corporation (the “Company”), and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company of new 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”), 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”), 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) and 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of its issued and outstanding 3.500% Senior Notes due 2027 (the “2027 Original Notes”), 3.850% Senior Notes due 2032 (the “2032 Original Notes”), 4.450% Senior Notes due 2052 (the “2052 Original Notes”) and 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.
Please note that the Exchange Offer will expire at 11:59 p.m., New York City time, on , 2022 unless extended.
The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.
We are the holder of record and/or participant in the book-entry transfer facility of Original Notes held by us for your account. A tender of such Original Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the Original Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Original Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any Exchange Notes to be received by the holder are being acquired in the ordinary course of its business, (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such Exchange Notes, (iv) the holder has full power and authority to tender, exchange, assign and transfer the Original Notes being tendered and (v) the Company will acquire good and unencumbered title to the Original Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Company accepts the Original Notes. If the tendering holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, we will represent on behalf of such broker-dealer that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
| Very truly yours, |
2
Exhibit 99.3
Meta Platforms, Inc.
Offer to Exchange Exchange Notes Set Forth
Below
Registered Under the Securities Act of 1933, as amended
for
Any and All Corresponding Original Notes Set Forth Opposite Below
|
Exchange Notes |
CUSIP No. |
Original Notes |
CUSIP Nos. |
| 3.500% Senior Notes due 2027 | 30303M 8G0 | 3.500% Senior Notes due 2027 | 30303M 8B1, U59197 AB6 |
| 3.850% Senior Notes due 2032 | 30303M 8H8 | 3.850% Senior Notes due 2032 | 30303M 8D7, U59197 AD2 |
| 4.450% Senior Notes due 2052 | 30303M 8J4 | 4.450% Senior Notes due 2052 | 30303M 8E5, U59197 AE0 |
| 4.650% Senior Notes due 2062 | 30303M 8K1 | 4.650% Senior Notes due 2062 | 30303M 8F2, U59197 AF7 |
To Registered Holders and The Depository
Trust Company Participants:
Enclosed are the materials listed below relating to the offer by Meta Platforms, Inc., a Delaware corporation (the “Company”), of new 3.500% Senior Notes due 2027 (the “2027 Exchange Notes”), 3.850% Senior Notes due 2032 (the “2032 Exchange Notes”), 4.450% Senior Notes due 2052 (the “2052 Exchange Notes”) and 4.650% Senior Notes due 2062 (the “2062 Exchange Notes” and, together with the 2027 Exchange Notes, the 2032 Exchange Notes and the 2052 Exchange Notes, the “Exchange Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of its issued and outstanding 3.500% Senior Notes due 2027 (the “2027 Original Notes”), 3.850% Senior Notes due 2032 (the “2032 Original Notes”), 4.450% Senior Notes due 2052 (the “2052 Original Notes”) and 4.650% Senior Notes due 2062 (the “2062 Original Notes” and, together with the 2027 Original Notes, the 2032 Original Notes and the 2052 Original Notes, the “Original Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated , 2022 of the Company, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).
Enclosed herewith are copies of the following documents:
| 1. | Prospectus dated , 2022; |
| 2. | Letter of Transmittal; |
| 3. | Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and |
| 4. | Letter which may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer. |
We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 11:59 p.m., New York City time, on , 2022 unless extended.
The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Original Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any Exchange Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Exchange Notes, (iv) the holder has full power and authority to tender, exchange, assign and transfer the Original Notes being tendered and (v) the Company will acquire good and unencumbered title to the Original Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Comp9903any accepts the Original Notes. If the tendering holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, you will represent on behalf of such broker-dealer that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the undersigned.
| Very truly yours, | |
| U.S. Bank Trust Company, National Association |
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF META PLATFORMS, INC. OR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
Exhibit 99.4
Meta Platforms, Inc.
Offer to Exchange Exchange Notes Set Forth
Below
Registered Under the Securities Act of 1933, as amended
for
Any and All Corresponding Original Notes Set Forth Opposite Below
|
Exchange Notes |
CUSIP No. |
Original Notes |
CUSIP Nos. |
| 3.500% Senior Notes due 2027 | 30303M 8G0 | 3.500% Senior Notes due 2027 | 30303M 8B1, U59197 AB6 |
| 3.850% Senior Notes due 2032 | 30303M 8H8 | 3.850% Senior Notes due 2032 | 30303M 8D7, U59197 AD2 |
| 4.450% Senior Notes due 2052 | 30303M 8J4 | 4.450% Senior Notes due 2052 | 30303M 8E5, U59197 AE0 |
| 4.650% Senior Notes due 2062 | 30303M 8K1 | 4.650% Senior Notes due 2062 | 30303M 8F2, U59197 AF7 |
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated , 2022 (the “Prospectus”) of Meta Platforms, Inc., a Delaware corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.
The aggregate face amount of the Original Notes held by you for the account of the undersigned is (fill in amount):
$___________ of the 3.500% Senior Notes due 2027
$___________ of the 3.850% Senior Notes due 2032
$___________ of the 4.450% Senior Notes due 2052
$___________ of the 4.650% Senior Notes due 2062
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
| ☐ | To TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered, if any): |
$___________ of the 3.500% Senior Notes due 2027
$___________ of the 3.850% Senior Notes due 2032
$___________ of the 4.450% Senior Notes due 2052
$___________ of the 4.650% Senior Notes due 2062
| ☐ | NOT to TENDER any Original Notes held by you for the account of the undersigned. |
If the undersigned instructs you to tender the Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any Exchange Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Exchange Notes, (iv) the holder has full power and authority to tender, exchange, assign and transfer the Original Notes being tendered and (v) the Company will acquire good and unencumbered title to the Original Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Company accepts the Original Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that such Original Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.
2
SIGN HERE
| Name of beneficial owner(s): | |||
| Signature(s): | |||
| Name(s) (please print): | |||
| Address: | |||
| Telephone Number: | |||
| Taxpayer Identification or Social Security Number: | |||
| Date: | |||
3