Planet Labs PBC (NYSE: PL) intends to offer $300,000,000 aggregate principal amount of Convertible Senior Notes due 2030 in a private Rule 144A placement to qualified institutional buyers, subject to market conditions and other customary factors.

The company also expects to grant initial purchasers a 13-day option, beginning on the issue date, to buy up to an additional $45,000,000 principal amount to cover over-allotments. The notes will be Planet's general, unsecured obligations and pay interest semi-annually in arrears.

Maturing on Oct 15, 2030, the notes will be convertible at Planet's election into cash, shares of Class A common stock, or a combination of both. The interest rate, initial conversion rate, and other pricing terms will be set at the time of pricing.

Planet plans to use a portion of net proceeds to fund the cost of capped call transactions, with the balance for general corporate purposes.