Item 8.01 Other Events.
On August 4, 2022, Meta Platforms, Inc. (the “Company”)
commenced an offering of senior unsecured notes. On August 9, 2022, the Company entered into an indenture (the “Base Indenture”)
and a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)
with U.S. Bank Trust Company, National Association, as trustee, pursuant to which the Company issued $2.75 billion aggregate principal
amount of its 3.500% senior unsecured notes due 2027 (the “2027 Notes”), $3.00 billion aggregate principal amount of its 3.850%
senior unsecured notes due 2032 (the “2032 Notes”), $2.75 billion aggregate principal amount of its 4.450% senior unsecured
notes due 2052 (the “2052 Notes”) and $1.50 billion aggregate principal amount of its 4.650% senior unsecured notes due 2062
(the “2062 Notes” and together with the 2027 Notes, the 2032 Notes and the 2052 Notes, the “Notes”). The Notes
were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. persons pursuant to Regulation
S under the Securities Act.
The Notes bear interest at
a rate of 3.500% per year with respect to the 2027 Notes, 3.850% per year with respect to the 2032 Notes, 4.450% per year with respect
to the 2052 Notes, and 4.650% per year with respect to the 2062 Notes, respectively. Interest on the Notes is payable semi-annually in
arrears on February 15 and August 15 of each year, commencing on February 15, 2023. The Company will pay interest to those persons who
were holders of record on the February 1 or August 1 immediately preceding each interest payment date. The Notes are unsecured obligations
of the Company. The Indenture also contains customary event of default provisions.
Each series of Notes will
be redeemable as a whole or in part, at the Company’s option at any time and from time to time prior to the applicable Par Call
Date (as set forth in the table below), at a redemption price equal to the greater of:
|(1)||(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the Supplemental Indenture) plus the applicable Spread for such Notes (as set forth
in the table below), less (b) interest accrued and unpaid thereon to the date of redemption, and|
|(2)||100% of the principal amount of the Notes to be redeemed,|
plus, in each case, accrued and unpaid interest, if any, to, but excluding,
the date of redemption.
Each series of Notes will be redeemable as a whole
or in part, at the Company’s option at any time and from time to time on or after the applicable Par Call Date, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date
||July 15, 2027 (1 month prior to maturity)
||15 basis points|
||May 15, 2032 (3 months prior to maturity)
||20 basis points|
||February 15, 2052 (6 months prior to maturity)
||25 basis points|
||February 15, 2062 (6 months prior to maturity)
||25 basis points|
On August 9, 2022, the Company
entered into a registration rights agreement (the “Registration Rights Agreement”) with Morgan Stanley & Co. LLC, J.P.
Morgan Securities LLC, BofA Securities, Inc. and Barclays Capital Inc. pursuant to which the Company agreed to use commercially reasonable
|·||file, no later than 270 days after the issue date of the Notes, a registration statement with
respect to a registered offer to exchange the Notes for new exchange notes, which will have terms substantially identical in all
material respects to the Notes (except that the new exchange notes will not contain terms with respect to transfer restrictions and
additional interest); and|
|·||cause the exchange offer registration statement to be declared effective under the Securities Act within
365 days after the issue date of the Notes.|
Promptly after the exchange
registration statement has been declared effective, the Company will commence its registered exchange offer.
The foregoing description
of the Indenture, the Notes and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by
reference to the entire text of the Indenture, the forms of the 2027 Notes, the 2032 Notes, the 2052 Notes and the 2062 Notes, and the
Registration Rights Agreement, copies of which are filed hereto as Exhibit 4.1 through 4.7 and are incorporated by reference herein.