The Firm represented Axon Enterprise, Inc. (“Axon”) in connection with a Rule 144A/Regulation S offering of $1.75 billion aggregate principal amount of Senior Notes, consisting of $1.0 billion aggregate principal amount of 6.125% Senior Notes due 2030 and $750.0 million aggregate principal amount of 6.250% Senior Notes due 2033. Axon intends to use the net proceeds for general corporate purposes, which may include, among other things, repurchasing or redeeming its 0.50% Convertible Senior Notes due 2027 (the “Convertible Notes”), and providing capital to support Axon’s growth and to acquire or invest in product lines, products, services or technologies.
In addition, the Firm represented Axon in connection with an amendment (the “Amendment”) to its revolving credit facility (the “Credit Agreement”), which increased the existing revolving credit facility by $100.0 million to a total aggregate principal amount of $300.0 million, extended the maturity date of the Credit Agreement to March 11, 2030 and provided for other updates to the covenants and terms of the Credit Agreement.
The Firm also represented Axon in separate, privately negotiated exchange transactions (the “Exchange Transactions”) with certain holders (the “Holders”) of its Convertible Notes. In the Exchange Transactions, Holders exchanged approximately $407.5 million in aggregate principal amount of the Convertible Notes for an aggregate principal amount of approximately $408.0 million in cash (inclusive of accrued interest and fractional shares) and an aggregate of 1.0 million shares of Axon’s common stock.
Axon is a technology leader in global public safety. Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that lead modern policing. Axon's suite includes TASER energy devices, body cameras, in-car cameras, cloud-hosted digital evidence management solutions, productivity software and real-time operations capabilities. Axon's growing global customer base includes first responders across international, federal, state and local law enforcement, fire, corrections and emergency medical services, as well as the justice sector, enterprises and consumers.
The Simpson Thacher team included Roxane Reardon, Lesley Peng, Matt Hart, Matt Petrone and Laura Yang (Capital Markets); Christopher Brown, Jule Walsh, Alex Kleinhaus-Resisi and Khalia Williams (Credit); Jonathan Lindabury and Nathan Utterback (Derivatives); Jonathan Goldstein, Edward Grais and Michael Mann (Tax); Corina Holland and Alexander Kokka (Intellectual Property); and Jeanne Annarumma and Alexander Kharash (Executive Compensation and Employee Benefits).