01—Abstract
Summary
Summary of the 8-K filed October 16, 2024. Cited figures are marked; the original filing is the authoritative source.
MongoDB, Inc. (MDB) issued a notice of redemption on October 16, 2024, for all $1,149,972,000a aggregate principal amount outstanding of its 0.25% Convertible Senior Notes due 2026.
The Notes were issued under an Indenture dated January 14, 2020, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee. The Notes will be redeemed on December 16, 2024 (the Redemption Date) at a cash redemption price equal to 100%b of principal amount, plus accrued and unpaid interest from July 15, 2024 to, but excluding, the Redemption Date. Interest stops accruing on and after the Redemption Date.
Holders may convert Notes called for redemption at any time before 5:00 p.m. New York City time on December 13, 2024 (the Conversion Deadline). For conversions after the redemption notice date and before the Conversion Deadline, the conversion rate is 4.9260 shares of common stock per $1,000c principal amount, which includes an increase of 0.1911 additional shares per $1,000 principal amount due to the call for redemption.
The Company has elected to settle these conversions by delivering common stock, plus cash in lieu of fractional shares (physical settlement). The conversion rate remains subject to adjustment under the Indenture.
02—Key points
Key Highlights
- Company called all $1,149,972,000 aggregate principal amount outstanding of its 0.25% Convertible Senior Notes due 2026 for redemption.
- Redemption Date is December 16, 2024; redemption price is 100% of principal plus accrued and unpaid interest from July 15, 2024.
- Holders may convert called Notes until 5:00 p.m. New York City time on December 13, 2024.
- Conversion rate for post-notice conversions is 4.9260 common shares per $1,000 principal, including an additional 0.1911 shares per $1,000 due to the redemption call.
- Company has elected physical settlement, delivering common stock plus cash in lieu of fractional shares for conversions.
- Notes were issued under an Indenture dated January 14, 2020, with U.S. Bank Trust Company, National Association as Trustee.
- Interest on the Notes ceases to accrue on and after the December 16, 2024 Redemption Date.
03—Questions
Frequently Asked Questions
What is the company redeeming and when?
MongoDB is redeeming all $1,149,972,000 aggregate principal amount outstanding of its 0.25% Convertible Senior Notes due 2026 on December 16, 2024, the Redemption Date, for cash.
How much will holders receive if they do not convert?
Holders will receive a cash redemption price equal to 100% of the principal amount, plus accrued and unpaid interest from July 15, 2024 to, but excluding, the Redemption Date.
What is the deadline for converting the Notes?
Notes called for redemption may be converted until 5:00 p.m. New York City time on December 13, 2024, the Conversion Deadline.
How many shares will holders receive upon conversion?
The conversion rate is 4.9260 shares of common stock per $1,000 principal amount, including an increase of 0.1911 additional shares per $1,000 principal amount resulting from the call for redemption. The Company will settle conversions by delivering common stock, plus cash for any fractional shares.
Does the conversion rate remain fixed?
No. The conversion rate is subject to adjustment under certain circumstances as set forth in the Indenture.
04—Continue