Life360 Proposes Convertible Senior Notes Offering
SAN FRANCISCO, June 02, 2025 (GLOBE NEWSWIRE) — Life360, Inc. (“Life360” or the “Firm”) (NASDAQ: LIF, ASX: 360), at present introduced its intention to supply, topic to market and different circumstances, $250 million combination principal quantity of convertible senior notes due 2030 (the “notes”) in a personal providing to individuals moderately believed to be certified institutional patrons pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). Life360 additionally expects to grant the preliminary purchasers of the notes an choice to buy, for settlement inside a interval of 13 days from, and together with, the date the notes are first issued, as much as an extra $37.5 million combination principal quantity of notes.
Description of notes
The notes shall be senior, unsecured obligations of Life360, will accrue curiosity payable semi-annually in arrears and can mature on June 1, 2030, except earlier repurchased, redeemed or transformed. Noteholders may have the fitting to transform their notes in sure circumstances and through specified durations. Life360 will settle conversions in money or a mix of money and shares of its frequent inventory, at Life360’s election.
The notes shall be redeemable, in complete or partially (topic to sure limitations), for money at Life360’s possibility at any time, and infrequently, on or after June 5, 2028 and on or earlier than the fortieth scheduled buying and selling day instantly earlier than the maturity date, however provided that the final reported sale value per share of Life360’s frequent inventory exceeds 130% of the conversion value for a specified time frame and sure different circumstances are glad. The redemption value shall be equal to the principal quantity of the notes to be redeemed, plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date.
If sure company occasions that represent a “basic change” happen, then, topic to a restricted exception, noteholders might require Life360 to repurchase their notes for money. The repurchase value shall be equal to the principal quantity of the notes to be repurchased, plus accrued and unpaid curiosity, if any, to, however excluding, the relevant repurchase date.
The rate of interest, preliminary conversion fee and different phrases of the notes shall be decided on the pricing of the providing.
Use of proceeds
Life360 intends to make use of a portion of the web proceeds from the providing to fund the price of coming into into the capped name transactions. Life360 intends to make use of the rest of the web proceeds from the providing for common company functions, which can embody acquisitions or strategic investments in complementary companies, merchandise, providers or applied sciences. If the preliminary purchasers train their choice to buy extra notes, then Life360 intends to make use of a portion of the extra internet proceeds to fund the price of coming into into extra capped name transactions as described under.
Capped name transactions
In reference to the pricing of the notes, Life360 expects to enter into privately negotiated capped name transactions with a number of of the preliminary purchasers or their associates and/or a number of different monetary establishments (the “possibility counterparties”). The capped name transactions are anticipated to cowl, topic to anti-dilution changes considerably much like these relevant to the notes, the variety of shares of Life360’s frequent inventory that can initially underlie the notes. If the preliminary purchasers train their choice to buy extra notes, then Life360 expects to enter into extra capped name transactions with the choice counterparties.
The capped name transactions are anticipated to typically scale back the potential dilution to Life360’s frequent inventory upon any conversion of the notes and/or offset any potential money funds Life360 is required to make in extra of the principal quantity of transformed notes, because the case could also be. If, nevertheless, the market value per share of Life360’s frequent inventory, as measured below the phrases of the capped name transactions, exceeds the cap value of the capped name transactions, there would however be dilution and/or there wouldn’t be an offset of such potential money funds, in every case, to the extent that such market value exceeds the cap value of the capped name transactions.
In reference to establishing their preliminary hedges of the capped name transactions, the choice counterparties or their respective associates anticipate to enter into numerous spinoff transactions with respect to Life360’s frequent inventory and/or buy shares of Life360’s frequent inventory concurrently with or shortly after the pricing of the notes. This exercise may enhance (or scale back the dimensions of any lower in) the market value of Life360’s frequent inventory or the market worth of the notes at the moment.
As well as, the choice counterparties or their respective associates might modify their hedge positions by coming into into or unwinding numerous derivatives with respect to Life360’s frequent inventory and/or buying or promoting Life360’s frequent inventory or different securities of Life360 in secondary market transactions following the pricing of the notes and previous to the maturity of the notes (and (x) are possible to take action throughout any commentary interval associated to a conversion of notes or following any repurchase of the notes by Life360 in reference to any redemption or basic change and (y) are possible to take action following any repurchase of the notes by Life360 aside from in reference to any redemption or basic change if Life360 elects to unwind a corresponding portion of the capped name transactions in reference to such repurchase). This exercise may additionally trigger or keep away from a rise or lower out there value of Life360’s frequent inventory or the notes, which may have an effect on noteholders’ capacity to transform the notes and, to the extent the exercise happens throughout any commentary interval associated to a conversion of notes, it may have an effect on the quantity and worth of the consideration that noteholders will obtain upon conversion of the notes.
No registration necessities
The supply and sale of the notes and any shares of frequent inventory issuable upon conversion of the notes haven’t been, and won’t be, registered below the Securities Act or another securities legal guidelines, and the notes and any such shares can’t be provided or bought besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and another relevant securities legal guidelines. This announcement doesn’t represent a suggestion to promote, or the solicitation of a suggestion to purchase, the notes or any shares of frequent inventory issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or different jurisdiction through which such supply, sale or solicitation could be illegal.
Authorization
Chris Hulls, Director, Co-Founder and Chief Govt Officer of Life360 licensed this announcement being given to ASX.
About Life360
Life360, a household connection and security firm, retains individuals near those they love. The category-leading cell app and Tile monitoring units empower members to remain related to the individuals, pets, and issues they care about most, with a spread of providers, together with location sharing, protected driver studies, and crash detection with emergency dispatch. Life360 delivers peace of thoughts and enhances on a regular basis household life in all of the moments that matter, huge and small.
Contacts
Ahead-looking statements
This announcement comprises sure forward-looking statements inside the which means of the Non-public Securities Litigation Reform Act of 1995. Life360 intends such forward-looking statements to be lined by the protected harbor provisions for forward-looking statements contained in Part 21E of the Securities Alternate Act of 1934, as amended. These forward-looking statements embody, however aren’t restricted to, statements concerning the anticipated phrases of the notes being provided, the completion, timing and measurement of the proposed providing of the notes, the preliminary purchasers’ choice to buy extra notes, the meant use of the proceeds and the anticipated phrases of, and the consequences of coming into into, the capped name transactions. The phrases “anticipate”, “consider”, “anticipate”, “potential”, “undertaking”, “predict”, “will”, “forecast”, “estimate”, “possible”, “intend”, “outlook”, “ought to”, “may”, “might”, “goal”, “plan”, variations of those phrases or the destructive of those phrases and different related expressions can typically be used to establish forward-looking statements. Buyers and potential traders are cautioned to not place undue reliance on these forward-looking statements as they contain inherent threat and uncertainty (each common and particular) and may be aware that they’re supplied as a common information solely and shouldn’t be relied on as a sign or assure of future efficiency. There’s a threat that such predictions, forecasts, projections and different forward-looking statements won’t be achieved. Topic to any persevering with obligations below relevant regulation, Life360 doesn’t undertake any obligation to publicly launch the results of any revisions to those forward-looking statements to replicate occasions or circumstances after the date of this announcement, to replicate any change in expectations in relation to any forward-looking statements or any change in occasions, circumstances or circumstances on which any such statements are based mostly.
Though Life360 believes that the expectations mirrored within the forward-looking statements and the assumptions upon which they’re based mostly are affordable, Life360 can provide no assurance that such expectations and assumptions will show to be right and, precise outcomes might differ in a materially optimistic or destructive method. Ahead-looking statements are topic to identified and unknown dangers, uncertainty, assumptions and contingencies, lots of that are exterior Life360’s management, and are based mostly on estimates and assumptions which are topic to vary and should trigger precise outcomes, efficiency or achievements to vary materially from these expressed or implied by such statements. Components that might trigger precise outcomes to vary materially from these within the forward-looking statements embody market circumstances, together with market rates of interest, the buying and selling value and volatility of Life360’s frequent inventory and dangers referring to Life360’s enterprise, together with these described in larger element below the heading “Threat Components” in Life360’s Australian Securities Alternate (“ASX”) and United States Securities and Alternate Fee (“SEC”) filings, together with its Annual Report on Kind 10-Okay filed with the SEC on February 27, 2025, Quarterly Studies on Kind 10-Q, and different studies filed with the SEC. To the utmost extent permitted by regulation, accountability for the accuracy or completeness of any forward-looking statements whether or not because of new info, future occasions or outcomes or in any other case is disclaimed. This announcement shouldn’t be relied upon as a suggestion or forecast by Life360. Life360 might not consummate the proposed providing described on this announcement and, if the proposed providing is consummated, can not present any assurances concerning the ultimate phrases of the providing or the notes or its capacity to successfully apply the web proceeds as described above. Nothing contained on this doc nor any info made accessible to you is, or shall be relied upon as, a promise, illustration, guarantee or assure as to the previous, current or the long run efficiency of Life360.
