0.375% Convertible Senior Notes due 2025
Note · Palo Alto Networks, Inc.
Reference: 0.375% Convertible Senior Notes due 2025
- Original principal
- USD 2,000,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jun 1, 2025
Last reported interest terms: 0.375% Reported 2024-09-06 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 15.05 · Covenant to Comply with Applicable Laws Upon Repurchase of Notes
Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required by applicable law:
Springing Trigger: if required by applicable law Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes.
Full wording and supporting evidence
Source evidence: Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required by applicable law:
Target identity evidence: INDENTURE, dated as of June 8, 2020, between PALO ALTO NETWORKS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. Bank National Association, as trustee (the "Trustee", as more fully set forth in Section 1.01).
Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the "Notes"), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the "Indenture"), between the Company and U.S. Bank National Association (the "Trustee")
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Section 16.04 · Restrictions on Redemption
The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).
Exceptions: except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes Section 16.04. Restrictions on Redemption.
Full wording and supporting evidence
Source evidence: Section 16.04. Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).
Target identity evidence: INDENTURE, dated as of June 8, 2020, between PALO ALTO NETWORKS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. Bank National Association, as trustee (the "Trustee", as more fully set forth in Section 1.01).
Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the "Notes"), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the "Indenture"), between the Company and U.S. Bank National Association (the "Trustee")
Documents and filing history
- GoverningAgreement · EX-4.1 · 2020-06-08 — EX-4.1
- Issuance · 10-K · 2024-09-06 — 10-K
- SeriesInstrument · EX-4.1 · 2020-06-08 — EX-4.1
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Issuance
· 2024-09-06
Original principal USD 1,000,000,000 Exact source document
Parent 10-K filing · 2024-09-06
In June 2020, we issued our 0.375% Convertible Senior Notes due 2025 (the “2025 Notes”). We will need to make cash payments (a) if holders of our 2025 Notes require us to repurchase all, or a portion of, their 2025 Notes upon the occurrence of a fundamental change (e.g., a change of control of Palo Alto Networks, Inc.) before the maturity date, (b) upon conversion of our 2025 Notes, or (c) to repay our 2025 Notes in cash at their maturity unless earlier converted or repurchased. Effective August 1, 2024 through October 31, 2024, all of the 2025 Notes are convertible. If all of the note holders decided to convert their 2025 Notes, we would be obligated to pay the $1.0 billion principal amount of the 2025 Notes in cash. Under the terms of the 2025 Notes, we also have the option to settle the amount of our conversion obligation in excess of the aggregate principal amount of the 2025 Notes in cash or shares of our common stock. If our cash provided by operating activities, together with our existing cash, cash equivalents, and investments, and existing sources of financing, are inadequate to satisfy these obligations, we will need to obtain third-party financing, which may not be available to us on commercially reasonable terms or at all, to meet these payment obligations.
Issuer evidence: In June 2020, we issued our 0.375% Convertible Senior Notes due 2025 (the “2025 Notes”). We will need to make cash payments (a) if holders of our 2025 Notes require us to repurchase all, or a portion of, their 2025 Notes upon the occurrence of a fundamental change (e.g., a change of control of Palo Alto Networks, Inc.) before the maturity date, (b) upon conversion of our 2025 Notes, or (c) to repay our 2025 Notes in cash at their maturity unless earlier converted or repurchased. Effective August 1, 2024 through October 31, 2024, all of the 2025 Notes are convertible. If all of the note holders decided to convert their 2025 Notes, we would be obligated to pay the $1.0 billion principal amount of the 2025 Notes in cash. Under the terms of the 2025 Notes, we also have the option to settle the amount of our conversion obligation in excess of the aggregate principal amount of the 2025 Notes in cash or shares of our common stock. If our cash provided by operating activities, together with our existing cash, cash equivalents, and investments, and existing sources of financing, are inadequate to satisfy these obligations, we will need to obtain third-party financing, which may not be available to us on commercially reasonable terms or at all, to meet these payment obligations.
Supporting evidence: In June 2020, we issued our 0.375% Convertible Senior Notes due 2025 (the “2025 Notes”). We will need to make cash payments (a) if holders of our 2025 Notes require us to repurchase all, or a portion of, their 2025 Notes upon the occurrence of a fundamental change (e.g., a change of control of Palo Alto Networks, Inc.) before the maturity date, (b) upon conversion of our 2025 Notes, or (c) to repay our 2025 Notes in cash at their maturity unless earlier converted or repurchased.
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Issuance
· 2020-06-08
Original principal USD 2,000,000,000 Exact source document
Parent 8-K filing · 2020-06-08
Palo Alto Networks, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “**Company**,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $2,000,000,000, in accordance with the rules and procedures of the Depositary, on June 1, 2025, and interest thereon as set forth below.
Issuer evidence: Palo Alto Networks, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “**Company**,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $2,000,000,000, in accordance with the rules and procedures of the Depositary, on June 1, 2025, and interest thereon as set forth below.
Supporting evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the “**Notes**”), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the “**Indenture**”), between the Company and U.S. Bank National Association (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
Supporting evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the “**Notes**”), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the “**Indenture**”), between the Company and U.S. Bank National Association (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
Supporting evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.375% Convertible Senior Notes due 2025 (the “**Notes**”), initially limited to the aggregate principal amount of $2,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of June 8, 2020 (as amended or supplemented from time to time in accordance with its terms, the “**Indenture**”), between the Company and U.S. Bank National Association (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.