SCOTTSDALE, Ariz., March 5,
2025 /PRNewswire/ -- Axon (Nasdaq: AXON) ("Axon")
announced today that it has priced $1,000.0
million aggregate principal amount of its Senior Notes due
2030 (the "2030 Notes") at an issue price of 100% and $750.0 million aggregate principal amount of its
Senior Notes due 2033 at an issue price of 100% (the "2033 Notes"
and, together with the 2030 Notes, the "Notes") in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). The
total offering size was increased from the previously announced
total offering size of $1,500.0
million aggregate principal amount of Notes. Axon intends to
use the net proceeds of this offering for general corporate
purposes, which may include, among other things, potentially
repurchasing or redeeming Axon's 0.50% Convertible Senior Notes due
2027 (the "Existing Convertible Notes"), and providing capital to
support Axon's growth and to acquire or invest in product lines,
products, services or technologies. The sale of the Notes is
expected to close on March 11, 2025,
subject to customary closing conditions.
The Notes of each series will be general senior unsecured
obligations of Axon. As of the issue date, none of Axon's
subsidiaries will guarantee the Notes. Following the issue date,
each of Axon's existing and future domestic securities that
guarantees Axon's existing revolving credit facility and certain
other indebtedness, if any, subject to certain exceptions, will
guarantee the Notes of each series.
The 2030 Notes will bear interest at a rate of 6.125% per year,
payable semiannually in arrears on March
15 and September 15 of each
year, beginning on September 15,
2025. The 2030 Notes will mature on March 15, 2030. The 2033 Notes will bear interest
at a rate of 6.250% per year, payable semiannually in arrears on
March 15 and September 15 of each year, beginning on
September 15, 2025. The 2033 Notes
will mature on March 15, 2033.
The Notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act and to non-U.S. persons outside
the United States in reliance on
Regulation S under the Securities Act. The Notes have not been and
will not be registered under the Securities Act or any state
securities laws, and may not be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy the
Notes or any other security, and shall not constitute an offer to
sell or a solicitation of an offer to buy, or a sale of, the Notes
or any other security in any jurisdiction in which such offer,
solicitation, or sale is unlawful. This press release does not
constitute an offer to purchase or a redemption notice in respect
of the Existing Convertible Notes.
ABOUT AXON
Axon is a technology leader in global public safety. Our
moonshot goal is to cut gun-related deaths between police and the
public by 50% before 2033. 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.
Media Contact:
Alex
Engel
Vice President, Communications
Press@Axon.com
Non-Axon trademarks are property of their respective
owners.
The Delta Logo and Axon are trademarks of Axon Enterprise,
Inc., some of which are registered in the US and other countries.
For more information visit www.axon.com/legal. All rights
reserved.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Forward-looking statements in this press release include, but
are not limited to, statements regarding the completion of the
offering, the timing of the closing and the intended use of
proceeds, as well as statements about Axon's future plans and
goals, proposed products and services and related development
efforts and activities; expectations about the market for Axon's
current and future products and services, including statements
related to Axon's user base and customer profiles. Words such as
"may," "will," "should," "could," "would," "predict," "potential,"
"continue," "expect," "anticipate," "future," "intend," "plan,"
"believe," "estimate," and similar expressions, as well as
statements in future tense, identify forward-looking statements.
However, not all forward-looking statements contain these
words.
Axon cannot guarantee that any forward-looking statement will be
realized, although it believes it has been prudent in Axon's plans
and assumptions. Achievement of future results is subject to risks,
uncertainties and potentially inaccurate assumptions. The following
important factors could cause actual results to differ materially
from those in the forward-looking statements: Axon's exposure to
cancellations of government contracts due to non-appropriation
clauses, exercise of a cancellation clause or non-exercise of
contractually optional periods; the ability of law enforcement
agencies to obtain funding, including based on tax revenues; Axon's
ability to design, introduce and sell new products, services or
features; Axon's ability to defend against litigation and protect
Axon's intellectual property, and the resulting costs of this
activity; Axon's ability to win bids through the open bidding
process for governmental agencies; Axon's ability to manage its
supply chain and avoid production delays, shortages and impacts to
expected gross margins; the impacts of inflation, macroeconomic
conditions and global events; the impact of catastrophic events or
public health emergencies; the impact of stock-based compensation
expense, impairment expense and income tax expense on Axon's
financial results; customer purchase behavior, including adoption
of Axon's software as a service delivery model; negative media
publicity or sentiment regarding Axon's products; the impact of
various factors on gross margins; defects in, or misuse of, Axon's
products; changes in the costs of product components and labor;
loss of customer data, a breach of security or an extended outage,
including by Axon's third-party cloud-based storage providers;
exposure to international operational risks; delayed cash
collections and possible credit losses due to Axon's subscription
model; changes in government regulations in the United States and in foreign markets,
especially related to the classification of Axon's products by the
United States Bureau of Alcohol, Tobacco, Firearms and Explosives;
Axon's ability to integrate acquired businesses; the impact of
declines in the fair values or impairment of Axon's investments,
including Axon's strategic investments; Axon's ability to attract
and retain key personnel; litigation or inquiries and related time
and costs; Axon's ability to remediate the material weakness in
Axon's internal controls; and counter-party risks relating to cash
balances held in excess of federally insured limits. Many events
beyond Axon's control may determine whether results it anticipates
will be achieved. Should known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate,
actual results could differ materially from past results and those
anticipated, estimated or projected. You should bear this in mind
as you consider forward-looking statements. The Annual Report on
Form 10-K that Axon filed with the Securities and Exchange
Commission ("SEC") for the year ended December 31, 2024, lists various important
factors that could cause actual results to differ materially from
expected and historical results. These factors are intended as
cautionary statements for investors within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended. Readers can find
them under the heading "Risk Factors" in Axon's Annual Report on
Form 10-K for the year ended December 31,
2024, and investors should refer to them. You should
understand that it is not possible to predict or identify all such
factors. You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not consider
any such list to be a complete set of all potential risks or
uncertainties.
Except as required by law, Axon undertakes no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise. You are advised,
however, to consult any further disclosures Axon makes on related
subjects in Axon's Form 8-K, 10‑Q and 10‑K reports to the SEC.
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