Roblox (RBLX) 8-KRoblox Announces Proposed $1.0 Billion Offering of Senior Notes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2021

ROBLOX CORPORATION

(Exact name of registrant as specified in its charter)

970 Park Place

San Mateo, CA 94403

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (888) 858-2569

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On October 26, 2021, Roblox Corporation (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers listed in Schedule I thereto (the “Initial Purchasers”), relating to the sale by the Company of $1.0 billion aggregate principal amount of its 3.875% Senior Notes due 2030 (the “Senior Notes”) in a private placement to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-US persons outside the United States in reliance on Regulation S under the Securities Act (the “Offering”). The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include production and development, capital expenditures, investments, working capital and potential acquisitions and strategic business transactions. The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

The description of the Purchase Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Indenture

On October 29, 2021, the Company entered into an indenture, relating to the issuance of the Notes (the “Indenture”) by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

The Notes mature on May 1, 2030. The Notes bear interest at a rate of 3.875% per annum. Interest on of the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2022.

At any time prior to November 1, 2024, the Company may redeem up to 40% of the original aggregate principal amount of the Notes with the proceeds of certain equity offerings at a price equal to 103.875% of the principal amount thereof plus accrued and unpaid interest, if any. At any time prior to November 1, 2024, the Company may also redeem the Notes at 100% of the principal amount of the Notes, plus the applicable “make-whole” premium set forth in the Indenture and accrued and unpaid interest, if any. On or after November 1, 2026, the Company may redeem the Notes at 100% of the principal amount plus accrued and unpaid interest, if any.

If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.

The Indenture contains covenants that, among other things, restrict the ability of the Company and its domestic restricted subsidiaries to:

These covenants are subject to a number of other limitations and exceptions set forth in the Indenture.

The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes under the Indenture will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes under the Indenture may declare all the Notes to be due and payable immediately.

The description of the Notes and the Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of (i) the Indenture which is filed as Exhibit 4.1 hereto and is incorporated herein by reference and (ii) the Form of 3.875% Senior Note due 2030 which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 8.01. Other Events.

On October 25, 2021, the Company issued a press release announcing the Offering. A copy of this press release is attached as Exhibit 99.1.

On October 27, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2021