06.ai
Wire · Capital · Meta

W.011Meta sold $52.5B of stock and bonds in nine days, at wider spreads than April

Meta sold $25B of stock for forward delivery and $12.5B of mandatory convertible preferred on October 26, then $15B of bonds on November 3: $52.5B in nine days, before over-allotment options. On November 4 it opened its first euro bond sale, seeking up to €9B, and drew about €53B of orders. The new dollar bonds priced 57 to 88 basis points wider over Treasuries than the same maturities did in April.

Priced Oct 26 to Nov 3
$52.5B
stock, convertible and bonds; the stock settles by Nov 2027
Euro bond orders, Nov 4 (Bloomberg)
€53B
for up to €9B sought: 5.9×
30-year dollar coupon
7.50%
Treasuries + 220bp, against +132bp in April
Free cash flow, Q3 2026
−$2.1B
capex of $34.9B outran operating cash flow

Nine days of sales, more than a quarter’s capex

$B, cumulative, in the order Meta sold it. Stock and the convertible are base offering sizes, before over-allotment options, from the October 26 term sheet; the shares are sold under forward agreements and settle by November 2027. The outlined bar is the euro sale as sought, up to €9B converted at Reuters’ $1 = €0.8905; its final size had not been confirmed when this was written. The dashed line is third-quarter capital expenditure, including finance lease principal.

EquityDollar bondsEuro bonds, sought
0$20B$40B$60BCommon stock, forwardOct 26; delivered by Nov 202740M Class A shares at $625, sold under forward agreements: $25.0B gross, about $24.9B net when settled$25.0BMandatory convertibleOct 26; 6.5% preferredEarlier in the nine days6.50% Series A mandatory convertible preferred: $12.5B$37.5BDollar bonds, five partsNov 3Earlier in the nine daysFive-part dollar bond: $15.0B$52.5BEuro bonds, soughtNov 4; up to €9B, not confirmed pricedEarlier in the nine daysEuro bonds: seeking up to €9B, about $10.1B at $1 = €0.8905up to $62.6BQ3 capex, $34.9B
0$20B$40B$60BStockOct 2640M Class A shares at $625, sold under forward agreements: $25.0B gross, about $24.9B net when settled$25.0BConvertibleOct 26Earlier in the nine days6.50% Series A mandatory convertible preferred: $12.5B$37.5BDollar bondsNov 3Earlier in the nine daysFive-part dollar bond: $15.0B$52.5BEuro bondsNov 4Earlier in the nine daysEuro bonds: seeking up to €9B, about $10.1B at $1 = €0.8905≤$62.6BQ3 capex $34.9B

What Meta sold

The equity came first. On October 26 Meta priced 40 million Class A shares at $625, raised to $25.0B, under forward sale agreements with Morgan Stanley and Goldman Sachs: Meta receives about $24.9B when it settles them, on or before November 19, 2027. Alongside, it sold $12.5B of 6.5% mandatory convertible preferred, which converts into Class A stock in 2029. Both term sheets give the use of proceeds as general corporate purposes. Reuters noted that the euro sale came days after Meta expanded plans for what could become a $97.5B equity raise.

The dollar bonds came eight days later. On November 3 Meta sold $15.0B in five parts, from 2031 to 2056, with coupons from 5.85% to 7.50% and a weighted average of 6.60%. Orders reached as much as $58B, 3.9 times the deal, according to Bloomberg as cited by 24/7 Wall St.; each tranche priced 20 to 30 basis points inside its initial talk. At those coupons the notes add about $0.99B a year of interest. Moody’s rates Meta Aa3; S&P rates it AA- and has a negative outlook, and it forecasts free operating cash flow deficits of $22B in 2026, $71B in 2027 and $39B in 2028, according to 24/7 Wall St.

The euro sale opened the next day. Meta sought up to €9B in six tranches led by Citigroup and Morgan Stanley; initial guidance ran from about 140 basis points over mid-swaps for the shortest to about 370 for the longest. Reuters, citing Bloomberg, put orders at a record €53B, about $59.5B. The previous record, cited by Bloomberg via The Private Banker, was AB InBev’s €13.25B deal in March 2016, which drew more than €31B. Late reports conflicted on the final size, €9B in one account and about €8.25B in another, and tranche pricing had not been published when this was written.

The same maturities, 57 to 88 basis points wider than April

Spread over Treasuries at pricing, basis points, for each maturity year Meta sold in both deals: April 30, 2026 and November 3, 2026. The figure under each year is the widening. Spreads are from Meta’s April term sheet and, for November, as reported by 24/7 Wall St.

April 30, 2026November 3, 2026
050bp100bp150bp200bp250bp2031 notes, April 30, 2026: Treasuries + 53bp532031 notes, November 3, 2026: Treasuries + 110bp, 5.850% coupon; initial talk + 130bp1102031+57bp2033 notes, April 30, 2026: Treasuries + 68bp682033 notes, November 3, 2026: Treasuries + 145bp, 6.250% coupon; initial talk + 165bp1452033+77bp2036 notes, April 30, 2026: Treasuries + 90bp902036 notes, November 3, 2026: Treasuries + 160bp, 6.550% coupon; initial talk + 185bp1602036+70bp2046 notes, April 30, 2026: Treasuries + 122bp1222046 notes, November 3, 2026: Treasuries + 200bp, 7.350% coupon; initial talk + 230bp2002046+78bp2056 notes, April 30, 2026: Treasuries + 132bp1322056 notes, November 3, 2026: Treasuries + 220bp, 7.500% coupon; initial talk + 250bp2202056+88bp
050bp100bp150bp200bp250bp2031 notes, April 30, 2026: Treasuries + 53bp2031 notes, November 3, 2026: Treasuries + 110bp, 5.850% coupon; initial talk + 130bp1102031+572033 notes, April 30, 2026: Treasuries + 68bp2033 notes, November 3, 2026: Treasuries + 145bp, 6.250% coupon; initial talk + 165bp1452033+772036 notes, April 30, 2026: Treasuries + 90bp2036 notes, November 3, 2026: Treasuries + 160bp, 6.550% coupon; initial talk + 185bp1602036+702046 notes, April 30, 2026: Treasuries + 122bp2046 notes, November 3, 2026: Treasuries + 200bp, 7.350% coupon; initial talk + 230bp2002046+782056 notes, April 30, 2026: Treasuries + 132bp2056 notes, November 3, 2026: Treasuries + 220bp, 7.500% coupon; initial talk + 250bp2202056+88
Data
MaturityAmountCouponInitial talkPricedTightenedAprilWider by
2031$3.25B5.850%+130+11020+5357
2033$3.25B6.250%+165+14520+6877
2036$4.00B6.550%+185+16025+9070
2046$1.75B7.350%+230+20030+12278
2056$2.75B7.500%+250+22030+13288
Total$15.00B6.60%weighted by amount

Demand is still several times the deal

Meta’s public dollar bond deals, $B: the amount raised and, where reported, the order book. The August 2022 book was reported as more than $30B; books for 2023 and 2024 were not found. November’s book is “as much as” $58B. The November 4 euro deal, up to €9B sought against about €53B of orders, is not shown.

RaisedOrder book
0$35B$70B$105B$140BAug 2022: $10B raised$10BAug 2022: order book “more than $30B”>$30BAug’22May 2023: $8.5B raised$8.5BMay’23Aug 2024: $10.5B raised$10.5BAug’24Oct 2025: $30B raised$30BOct 2025: order book about $125B$125BOct’25Apr 2026: $25B raised$25BApr 2026: order book about $96B$96BApr’26Nov 2026: $15B raised$15BNov 2026: order book about $58B$58BNov’26
0$35B$70B$105B$140BAug 2022: $10B raisedAug 2022: order book “more than $30B”>$30BAug’22May 2023: $8.5B raisedMay’23Aug 2024: $10.5B raisedAug’24Oct 2025: $30B raised$30BOct 2025: order book about $125B$125BOct’25Apr 2026: $25B raised$25BApr 2026: order book about $96B$96BApr’26Nov 2026: $15B raisedNov 2026: order book about $58B$58BNov’26

Why it is borrowing: Q3 capex passed operating cash

Meta’s third quarter of 2026, $B, from its October 21 release. Free cash flow is Meta’s definition: operating cash flow less purchases of property and equipment and finance lease principal payments.

0$10B$20B$30B$40BOperating cash flowOperating cash flow: $32.79B$32.8BProperty and equipmentpurchasesPurchases of property and equipment: $33.94B−$33.9BFinance lease principalPrincipal payments on finance leases: $0.96B−$1.0BFree cash flow, −$2.1Bas Meta defines itFree cash flow: $-2.12B
0$10B$20B$30B$40BOperating cashOperating cash flow: $32.79B$32.8BCapexPurchases of property and equipment: $33.94B−$33.9BFin. leasesPrincipal payments on finance leases: $0.96B−$1.0BFCF, −$2.1BFree cash flow: $-2.12B

Meta narrowed its 2026 capital expenditure outlook to $135–145B. At September 30 it held $82.5B of cash and marketable securities against $80.9B of long-term debt, before any of the raises above.

What this changes on 06.ai

  • Pack lead (002, who pays for the AI buildout): Meta’s external funding is now running through equity as well as debt. The $37.5B of stock and convertible preferred, and the $15.0B of bonds, are reported figures the pack’s Meta funding path can be checked against.
  • Series lead: spreads by issuer and maturity at each hyperscaler deal. Meta’s 2031 notes went from +53bp in April to +110bp; Oracle’s November deal (W.002) priced at +240 to +335bp.

Sources and method

ItemFigureSource
Equity40,000,000 Class A shares at $625.00 under forward sale agreements, increased to $25.0B, net about $24.9B, settlement on or before Nov 19, 2027; 250,000,000 depositary shares at $50 in 6.50% Series A mandatory convertible preferred, net about $12.5B; priced Oct 26, trade date Oct 27Meta pricing term sheet (FWP), Oct 26
Dollar bonds$15B in five partsReuters via Investing.com, Nov 3
Dollar bondsTranche sizes, coupons 5.85%–7.50% and spreads 110–220bp; orders as much as $58B; Aa3 (Moody’s) and AA- with a negative outlook (S&P); S&P’s free operating cash flow deficit forecasts24/7 Wall St., Nov 4
Dollar bondsPricing term sheet for the 5.850% 2031 through 7.500% 2056 notesMeta FWP, Nov 3
Euro bondsInitial price talk on the dollar deal; euro deal seeking up to €9BThe Private Banker, Nov 4, 13:05 GMT
Euro bondsSeeking as much as €9B; orders a record €53B ($59.52B at $1 = €0.8905); expected to price later Wednesday; comes days after Meta expanded plans for what could become a $97.5B equity raiseReuters, citing Bloomberg, via Global Banking & Finance, Nov 4
Euro bondsSix tranches; Citigroup and Morgan Stanley leadingInvesting.com, Nov 4
AB InBev, 2016€13.25B six-part deal drew about €31BBondRadar, Mar 2016
April 2026 bonds$25B in six parts, 2031 to 2066; spreads 53bp (2031), 68bp (2033), 90bp (2036), 122bp (2046), 132bp (2056), 147bp (2066)Meta FWP, Apr 30
Euro bonds and April 2026Euro guidance about 140bp over mid-swaps for the shortest tranche and about 370bp for the longest; book the largest for a corporate bond in Europe, above AB InBev’s more than €31B in 2016; April 2026 peak order book $96B; one account of about €8.25B final sizeThe Private Banker, Nov 4, 14:05 GMT
Oct 2025 bonds$30B; about $125B of ordersBloomberg Government, Oct 30, 2025
Earlier bondsAug 2022: $10B, orders more than $30BBloomberg via Yahoo, Aug 2022
Earlier bondsMay 2023: $8.5BCFO Brew, May 3, 2023
Earlier bondsAug 2024: $10.5BThe Star, Aug 9, 2024
Q3 2026Revenue $64.60B; operating cash flow $32.786B; purchases of property and equipment $33.942B; finance lease principal $0.964B; free cash flow −$2.120B; cash and marketable securities $82.45B; long-term debt $80.922B; 2026 capex $135–145BMeta 8-K, exhibit 99.1, Oct 21

Nine days counts October 26 through November 3 inclusive. The total is $25.0B + $12.5B + $15.00B = $52.5B, gross; the euro sale is excluded because it had not been confirmed as priced. Up to €9B ÷ 0.8905 = $10.1B; €53B ÷ 0.8905 = $59.5B. The euro cover, €53B ÷ €9B = 5.9×, uses the size sought; a smaller final size would raise it. The dollar cover is $58B ÷ $15.0B = 3.87×.

Spreads. Widening is November’s spread less April’s for the same maturity year: 2031: 110 − 53 = 57; 2033: 145 − 68 = 77; 2036: 160 − 90 = 70; 2046: 200 − 122 = 78; 2056: 220 − 132 = 88. Tightening from talk is initial talk less final spread. The weighted coupon is Σ(amount × coupon) ÷ $15.00B = 6.601%; annual interest is Σ(amount × coupon) = $0.99B. Cash flow. $32.79B − $33.94B − $0.96B = $-2.12B; capex here is $33.94B + $0.96B = $34.91B.

Wire reports are written within hours of the news, on a six-hour schedule. Each lists its sources and shows the arithmetic behind its figures. Not investment advice.