Meta Prices $12.5B Mandatory Convertible Preferred Tranche at $50 per Depositary Share

summarizeSummary

Meta has set the price of the preferred leg of its ~$35 billion raise: 250 million Series A depositary shares at $50 each, $12.5 billion gross, convertible mandatorily into common stock around August 2029 and ranking ahead of common on dividends and liquidation.

check_boxKey Events · Financing and Capital Events · META

• Preferred Tranche Priced at $50 per Depositary Share

  The deal comprises 250,000,000 Series A Depositary Shares at $50 each, with each share representing a 1/20th interest in a $1,000-liquidation-preference mandatory convertible preferred share — $12.5 billion gross before the over-allotment.

• Over-Allotment Adds Up to $1.875B

  A 30-day option held by the underwriters covers 37,500,000 additional depositary shares (1,875,000 preferred shares) at the public offering price less discounts.

• Ranks Ahead of Common; Converts by August 2029

  On dividends and liquidation the preferred ranks senior to Class A, B and C common. It pays quarterly dividends from February 15, 2027 through August 15, 2029 and converts mandatorily on or about August 15, 2029 within a min/max conversion rate band.

• Proceeds for General Corporate Purposes

  Net proceeds are earmarked for general corporate purposes, and the offering is not contingent on the concurrent $22.5 billion Class A forward-sale offering, from which Meta receives no initial proceeds.

auto_awesomeAnalysis · META · Technology

Here are the priced terms for the preferred leg of Meta's ~$35 billion same-day equity raise: 250 million depositary shares at $50 each, $12.5 billion gross, with each share representing a 1/20th interest in a $1,000-liquidation-preference mandatory convertible preferred. Because the security ranks senior to all common stock on dividends and liquidation, pays a quarterly dividend through August 2029, and then converts mandatorily into Class A (or Class C after the Class C Trigger Event) shares within a conversion band, the real cost to common holders is the preferred dividend plus the eventual share issuance rather than a fixed share count today. The raise is large but well telegraphed: proceeds go to general corporate purposes, in practice the AI infrastructure buildout, and the deal does not hinge on the concurrent $22.5 billion forward-sale common offering. Two key terms remain blank in this preliminary prospectus — the dividend rate and the conversion prices — and both get fixed at pricing.