Check Point Software Announces Proposed Private Offering of $1.5 Billion of 0.00% Convertible Senior Notes due 2030

Rhea-AI Summary

Check Point (NASDAQ: CHKP) announced a proposed private offering of $1.5 billion aggregate principal amount of 0.00% convertible senior notes due December 15, 2030, with an initial purchaser option to buy an additional $225 million. The Notes are senior, unsecured, and will be convertible under specified conditions (limited convertibility prior to September 16, 2030; freely convertible thereafter until close of business two trading days before maturity).

Check Point expects to use proceeds to pay for capped call transactions, repurchase up to $225 million of ordinary shares under its repurchase program, and for general corporate purposes. The offering will be made to qualified institutional buyers under Rule 144A.

Positive

• $1.5B potential capital raised via convertible notes
• Initial purchaser option adds up to $225M incremental capacity
• Proceeds earmarked to fund capped calls and up to $225M share repurchases

Negative

• Conversion features could cause equity dilution if notes convert
• Market hedging by counterparties could increase share price volatility
• Redemption/repurchase mechanics subject to price thresholds could affect liquidity

Insights

Capital Markets Strategist

Convertible offering raises $1.5 billion to fund capped calls and buybacks while creating potential dilution and market‑timing effects.

Check Point intends to sell $1.5 billion of 0.00% convertible senior notes due December 15, 2030, with an initial purchaser option for an additional $225 million. The company plans to use proceeds to pay for capped call hedges and to repurchase ordinary shares under its existing program, up to $225 million, with the remainder for general corporate purposes.

The structure limits regular interest and sets conversion restrictions until September 16, 2030, then allows conversion until close of business two scheduled trading days before maturity. Redemption and repurchase mechanics create defined liquidity triggers on December 15, 2028 and between December 20, 2028 and maturity; those mechanics materially affect timing of potential cash outflows or equity issuance. Watch conversion price, initial conversion premium, and whether initial purchasers exercise the overallotment within the 13‑day option period after issuance.

Corporate Finance Analyst

Deal finances hedges and buybacks but preserves flexibility; immediate investor impact depends on conversion terms and hedging flows.

The planned notes are senior and unsecured with no regular interest and no accretion of principal, so near‑term cash interest burden stays unchanged. The company will enter capped call transactions to limit dilution and offset excess cash settlement on conversion, which shifts some economic effects to derivative counterparties and creates hedging flows in the market at pricing and thereafter.

Risks include secondary‑market hedging by Option Counterparties that could move the share price around issuance and during observation periods, and mandatory repurchase rights if the share price is below 110% of the conversion price on December 15, 2028. Monitor the initial conversion price, exercise of the $225 million option, and public disclosures at pricing for near‑term dilution and cash‑flow implications within days of the offering.

TEL AVIV, Israel, Dec. 02, 2025 (GLOBE NEWSWIRE) -- Check Point Software Technologies Ltd. (NASDAQ: CHKP), a pioneer and global leader of cyber security solutions, today announced its intention to offer, subject to market conditions and other factors, $1.5 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, Check Point expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $225 million aggregate principal amount of the Notes.

The final terms of the Notes, including the initial conversion price and certain other terms, will be determined at the time of pricing of the Offering. When issued, the Notes will be senior, unsecured obligations of Check Point. The Notes will not bear regular interest, and the principal amount will not accrete. The Notes will mature on December 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to September 16, 2030, the Notes will be convertible at the option of the holders of Notes only upon the satisfaction of certain conditions and during certain periods. Thereafter, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately prior to the maturity date. Upon conversion, Check Point will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at Check Point’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of Notes being converted.

Check Point may redeem for cash (1) all of the Notes at any time on or prior to the 30th scheduled trading day immediately preceding the maturity date if certain tax-related events occur and (2) all or any portion (subject to certain limitations) of the Notes, at any time, and from time to time, on or after December 20, 2028, and on or before the 30th scheduled trading day immediately before the maturity date, at its option at any time and from time to time, if (i) the notes are freely tradable and (ii) the last reported sale price per share of Check Point’s ordinary shares has been at least 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest, if any, to, but excluding, the redemption date.

If the last reported sale price of Check Point’s ordinary shares on the trading day immediately preceding the business day immediately preceding December 15, 2028 is less than 110% of the conversion price, holders may require Check Point to repurchase the Notes for cash on December 15, 2028 at a purchase price equal to the principal amount thereof plus accrued and unpaid special interest, if any. In addition, if certain corporate events that constitute a “fundamental change” (as defined in the indenture governing the Notes) occur, then, subject to a limited exception, noteholders may require Check Point to repurchase all or a portion of their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date.

Check Point intends to use the net proceeds of the offering to (1) pay the cost of the capped call transactions described below, and (2) repurchase Check Point ordinary shares pursuant to Check Point’s existing share repurchase program in an amount that could, subject to market and other conditions, be up to $225 million. If the initial purchasers exercise their option to purchase additional Notes, Check Point expects to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions with the Option Counterparties (as defined below). Check Point intends to use the remainder of the net proceeds from the Offering for general corporate purposes, which may include additional share repurchases, potential mergers and acquisitions, business development, and the development of new products and technologies. However, Check Point has not entered into any agreements for or otherwise committed to any specific acquisitions at this time.

In connection with the pricing of the Notes, Check Point expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Offering and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The capped call transactions are expected to cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the number of ordinary shares that will initially underlie the Notes. If the initial purchasers exercise their option to purchase additional Notes, then Check Point expects to enter into additional capped call transactions with the Option Counterparties. The capped call transactions are expected generally to reduce the potential dilution to the ordinary shares upon any conversion of Notes and/or to offset any cash payments Check Point is required to make in excess of the principal amount of the converted Notes, as the case may be, with such reduction of potential dilution and/or offset of cash payments subject to a cap.

Check Point has been advised that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the ordinary shares concurrently with or shortly after the pricing of the Notes. This activity could have the effect of increasing (or reducing the size of any decrease in) the market price of the ordinary shares or the Notes at that time. In addition, Check Point has been advised that the Option Counterparties or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivatives with respect to the ordinary shares and/or by purchasing or selling ordinary shares or other securities of Check Point in secondary market transactions following the pricing of the Notes and from time to time prior to the maturity of the Notes (and are likely to do so following any early conversion, repurchase or redemption of the Notes to the extent Check Point unwinds a corresponding portion of the capped call transactions, or if it otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the conversion of the Notes). This activity could also cause or prevent an increase or a decrease in the market price of Check Point’s ordinary shares or the Notes, which could affect the ability of holders of Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of ordinary shares, if any, and value of the consideration that holders of Notes will receive upon conversion of the Notes. Additionally, any concurrent repurchases of ordinary shares described above may result in the ordinary shares trading at prices that are higher than would be the case in the absence of such repurchases, which may result in a higher initial conversion price for the Notes.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the ordinary shares potentially issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, the Notes and such ordinary shares of Check Point, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any ordinary shares of Check Point issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

INVESTOR CONTACT:	MEDIA CONTACT:
Kip E. Meintzer	Gil Messing
Check Point Software	Check Point Software
+1.650.628.2040	+1.650.628.2260
ir@checkpoint.com	press@checkpoint.com

FAQ

What are the key terms of Check Point's December 2, 2025 convertible notes offering (CHKP)?

Check Point proposes $1.5B of 0.00% convertible senior notes due Dec 15, 2030, with an initial purchaser option for an extra $225M, offered to qualified institutional buyers under Rule 144A.

How will Check Point (CHKP) use proceeds from the $1.5B convertible notes offering?

Proceeds are intended to pay for capped call transactions, repurchase up to $225M of ordinary shares, and for general corporate purposes including potential M&A and product development.

When can holders convert Check Point (CHKP) convertible notes maturing in 2030?

Holders may convert only upon satisfaction of specified conditions and during certain periods prior to Sept 16, 2030; thereafter conversion is allowed at any time until two trading days before maturity on Dec 15, 2030.

Could the CHKP offering cause dilution to existing shareholders?

Yes; conversion may result in issuance of ordinary shares unless Check Point elects to pay cash, though capped call transactions are expected to reduce potential dilution.

What repurchase rights or redemptions apply to the CHKP notes?

Check Point may redeem notes in cash after Dec 20, 2028 under conditions or repurchase notes on Dec 15, 2028 if share price tests are below specified thresholds.