Life360 Announces Pricing of Upsized Convertible Senior Notes Offering

Core Viewpoint - Life360, Inc. has announced a private offering of $275 million in convertible senior notes due 2030, increasing from a previously announced$250 million, with net proceeds expected to be approximately $265.2 million after expenses [1][5]. Group 1: Offering Details - The offering consists of 0.00$1,000 principal amount of notes, equating to an initial conversion price of approximately $80.97 per share, representing a 32.5$61.11 on June 2, 2025 [2]. - Life360 has granted initial purchasers an option to buy an additional $45 million in notes within 13 days of the initial issuance [1]. Group 2: Use of Proceeds - Life360 plans to allocate approximately$29 million of the net proceeds to fund capped call transactions, with the remainder intended for general corporate purposes, including potential acquisitions or strategic investments [5]. Group 3: Capped Call Transactions - The capped call transactions are designed to reduce potential dilution of Life360's common stock upon conversion of the notes, with an initial cap price of $122.22 per share, a 100% premium over the last reported sale price [6][7]. - If the market price exceeds the cap price, there may still be dilution or no offset for potential cash payments [8]. Group 4: Redemption and Repurchase - The notes are redeemable at Life360's option starting June 5, 2028, under certain conditions, including if the stock price exceeds 130% of the conversion price [3]. - In the event of a "fundamental change," noteholders may require Life360 to repurchase their notes for cash at the principal amount plus any accrued interest [4].