Meta Lined Up $52 Billion in Ten Days From Stock, Preferred Shares and Bonds

Meta sold $12.5 billion of mandatory convertible preferred stock on October 26 and, the same day, agreed to sell 40 million shares of common stock through forward contracts at an initial price of about $623 a share, per its 8-K. A week later it priced $15 billion of dollar bonds and €9 billion of euro bonds, per its pricing term sheets. Counting the forward sale at its initial price, Meta lined up about $52 billion and €9 billion in ten days.

Meta's free cash flow was negative $2.12 billion in the third quarter, per its earnings release, after $34.91 billion of capital spending including finance-lease payments. It expects $135 billion to $145 billion of capital spending this year. Its long-term debt was $80.9 billion on September 30, up from $58.7 billion at the end of 2025, before any of the new bonds.

The forward sale is the unusual piece. Meta gets no money until it settles, on dates it chooses up to November 19, 2027, and the price adjusts daily with a floating interest rate and steps down on set dates. That lets Meta wait to issue shares until it needs the cash.

Once a new non-voting Class C stock exists, Meta can in some cases settle in those shares instead. The Class C shares arrive through a stock dividend after a new charter takes effect on January 19, 2027, a structure the company says "will continue the founder-led model." The preferred converts into common stock by August 15, 2029. New money can come in without new votes.

Why sell equity at all? Meta held $82.45 billion of cash and marketable securities on September 30, and its $32.79 billion of operating cash flow in the quarter came within about $2 billion of its capital spending. The gap is small today. The plan is bigger: at the midpoint of its guidance Meta spends $140 billion this year. The preferred and the forward give it equity, which rating agencies typically treat more kindly than debt, without issuing all of the shares now. The preferred costs 6.50% a year on $12.5 billion, about $813 million, until it converts.

In dollars, Meta paid more than Microsoft and much less than Oracle.

Meta's expected ratings are Aa3 from Moody's and AA- from S&P, with S&P's outlook negative. That is still two rating categories above Oracle's BBB-. Microsoft's prices come from its October 29 deal.

The euro bonds are cheaper on paper. Meta's euro notes due 2033 pay 4.65%, against 6.25% on its dollar notes due the same year. The lower coupon comes with currency risk unless Meta hedges it.

Alphabet borrowed in euros too. On November 2 it priced €6 billion of notes in seven pieces, from a floating-rate note due 2028 to a 5.25% note due 2045, per its term sheet, with ratings of Aa2 and AA+. The prospectus says the money is for general corporate purposes, which may include repaying debt. On October 28 Alphabet's free cash flow had been negative for two quarters, and the open question was whether it would close the gap from cash or by borrowing. This is the first answer.

Add it up. Between October 29 and November 4, Microsoft, Oracle and Meta priced $50 billion of dollar bonds, Alphabet and Meta priced €15 billion of euro bonds, and Oracle put $10 billion of stock up for sale on top of Meta's equity deals.