On May 3, 2023, Meta Platforms, Inc. (the “Company”) completed an offering of $1,500,000,000 aggregate principal amount of its 4.600% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of its 4.800% Senior Notes due 2030 (the “2030 Notes”), $1,750,000,000 aggregate principal amount of its 4.950% Senior Notes due 2033 (the “2033 Notes”), $2,500,000,000 aggregate principal amount of its 5.600% Senior Notes due 2053 (the “2053 Notes”) and $1,750,000,000 aggregate principal amount of its 5.750% Senior Notes due 2063 (the “2063 Notes” and, together with the 2028 Notes, 2030 Notes, 2033 Notes and 2053 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-271535), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated May 1, 2023, which was filed with the Securities and Exchange Commission on May 2, 2023.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of May 1, 2023 (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Notes were issued pursuant to an Indenture with U.S. Bank Trust Company, National Association, as trustee, dated as of August 9, 2022 (the “Base Indenture”), as supplemented by the second supplemental indenture thereto, dated as of May 3, 2023 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Second Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The Base Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 9, 2022. The forms of the 2028 Notes, 2030 Notes, 2033 Notes, 2053 Notes and 2063 Notes are attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6 and are incorporated by reference herein.
The above description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes.