Life360 Announces Closing of Upsized $320 Million Offering of 0.00% Convertible Senior Notes

Rhea-AI Summary

Life360 has successfully closed its previously announced private offering of $320 million in 0.00% convertible senior notes due 2030, representing an upsized offering of $275 million plus a fully exercised $45 million option. The company secured net proceeds of approximately $308.9 million after deducting fees and expenses. Of this amount, $33.7 million will be used to fund capped call transactions, with the remaining funds allocated for general corporate purposes, including potential acquisitions or strategic investments. The notes were exclusively offered to qualified institutional buyers under Rule 144A of the Securities Act, and neither the notes nor the potentially convertible common stock have been registered under the Securities Act.

Positive

• Successful upsized offering of $320 million indicates strong institutional investor interest
• Secured significant net proceeds of $308.9 million for strategic growth
• 0.00% interest rate on the convertible notes represents favorable financing terms
• Implementation of capped call transactions helps minimize potential dilution

Negative

• Potential future dilution of existing shareholders if notes are converted to common stock
• Increased debt liability on the company's balance sheet
• Future cash requirements to repay the notes at maturity in 2030

Insights

Corporate Finance Analyst

Life360 secures $320M in interest-free convertible notes, providing significant capital flexibility with minimal immediate dilution risk.

Life360 has successfully closed an upsized $320 million offering of 0.00% convertible senior notes due 2030. The offering exceeded the initial target of $275 million as the purchasers fully exercised their $45 million option for additional notes. After deducting fees and expenses, the net proceeds amount to approximately $308.9 million.

The 0.00% interest rate is particularly noteworthy - it means Life360 isn't obligated to make regular interest payments on this debt, significantly reducing debt servicing costs compared to traditional bonds. This structure provides the company with substantial financial flexibility while potentially delaying equity dilution until conversion.

Life360 has allocated $33.7 million to fund capped call transactions, which are derivative instruments designed to reduce potential dilution and/or offset cash payments upon future conversion of the notes. This strategic move helps protect existing shareholders from excessive dilution if the stock price rises substantially.

The remaining $275.2 million will be directed toward general corporate purposes, with specific mention of potential acquisitions or strategic investments in complementary businesses. This signals that Life360 may be positioning itself for expansion through M&A activities, rather than merely strengthening its balance sheet.

This significant capital raise, conducted through a private placement to qualified institutional buyers, demonstrates strong institutional confidence in Life360's long-term prospects, particularly given the interest-free structure of the notes.

SAN FRANCISCO, June 05, 2025 (GLOBE NEWSWIRE) -- Life360, Inc. (NASDAQ: LIF, ASX: 360) (“Life360”), today announced the closing of its previously announced private offering of 0.00% convertible senior notes due 2030 (the “Notes”). The notes were sold in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The offering represents the aggregate of both the previously announced, upsized offering of $275.0 million, as well as the full exercise of the $45.0 million option to purchase additional notes granted by Life360 to the initial purchasers of the notes, which aggregates to $320 million in principal amount of the Notes.

The net proceeds from the offering were approximately $308.9 million, after deducting fees and estimated expenses. Life360 used approximately $33.7 million of the net proceeds from this offering of the notes to fund the cost of entering into the previously disclosed capped call transactions, and intends to use the remainder of the net proceeds for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses.

The offer and sale of the notes and the shares of Life360’s common stock potentially issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any notes or shares of Life360’s common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Authorization

Chris Hulls, Director, Co-Founder and Chief Executive Officer of Life360 authorized this announcement being given to ASX.

About Life360

Life360, a family connection and safety company, keeps people close to the ones they love. The category-leading mobile app and Tile tracking devices empower members to stay connected to the people, pets, and things they care about most, with a range of services, including location sharing, safe driver reports, and crash detection with emergency dispatch. Life360 delivers peace of mind and enhances everyday family life in all the moments that matter, big and small.

Contacts

For U.S. investor inquiries:	For U.S. media inquiries:
Raymond (RJ) Jones	Lynnette Bruno
rjones@life360.com	press@life360.com
For Australian investor inquiries:	For Australian media inquiries:
Jolanta Masojada, +61 417 261 367	Giles Rafferty, +61 481 467 903
jmasojada@life360.com	grafferty@firstadvisers.com.au

Forward-looking statements

This announcement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Life360 intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the intended use of the net proceeds and the effects of entering into the capped call transactions. The words “anticipate”, “believe”, “expect”, “potential”, “project”, “predict”, “will”, “forecast”, “estimate”, “likely”, “intend”, “outlook”, “should”, “could”, “may”, “target”, “plan”, variations of these terms or the negative of these terms and other similar expressions can generally be used to identify forward-looking statements. Investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements as they involve inherent risk and uncertainty (both general and specific) and should note that they are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. There is a risk that such predictions, forecasts, projections and other forward-looking statements will not be achieved. Subject to any continuing obligations under applicable law, Life360 does not undertake any obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement, to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statements are based.

Although Life360 believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, Life360 can give no assurance that such expectations and assumptions will prove to be correct and, actual results may vary in a materially positive or negative manner. Forward-looking statements are subject to known and unknown risks, uncertainty, assumptions and contingencies, many of which are outside Life360’s control, and are based on estimates and assumptions that are subject to change and may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Factors that could cause actual results to differ materially from those implied by the forward-looking statements include market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Life360’s business, including those described in greater detail under the heading “Risk Factors” in Life360’s Australian Securities Exchange (“ASX”) and United States Securities and Exchange Commission (“SEC”) filings, including its Annual Report on Form 10-K filed with the SEC on February 27, 2025, Quarterly Reports on Form 10-Q, and other reports filed with the SEC. To the maximum extent permitted by law, responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise is disclaimed. This announcement should not be relied upon as a recommendation or forecast by Life360. Life360 may not consummate the offering described in this announcement and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. Nothing contained in this document nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of Life360.

FAQ

What is the total value of Life360's convertible notes offering in 2025?

Life360's convertible notes offering totaled $320 million, consisting of a $275 million base offering plus a fully exercised $45 million option.

What is the interest rate on Life360's 2025 convertible notes?

The convertible senior notes have a 0.00% interest rate and are due in 2030.

How will Life360 use the proceeds from its 2025 convertible notes offering?

Life360 will use $33.7 million for capped call transactions and the remainder for general corporate purposes, including potential acquisitions or strategic investments.

What are the net proceeds from Life360's 2025 convertible notes offering?

The net proceeds from the offering were approximately $308.9 million after deducting fees and estimated expenses.

When do Life360's convertible notes mature?

Life360's convertible notes are due in 2030.