Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 25, 2012, Facebook, Inc. (the “ Company ”) drew $1.5 billion under its amended and restated unsecured term loan facility (the “ Amended and Restated Term Loan ”) with J.P. Morgan Securities LLC, as Administrative Agent, and the lenders party thereto. The draw was made to fund a portion of the tax withholding and remittance obligations of the Company related to the vesting and settlement of restricted stock units in connection with the Company’s initial public offering. No further amounts remain available to be drawn by the Company under the Amended and Restated Term Loan. The $1.5 billion draw is subject to the interest, events of default and other terms set forth in the Amended and Restated Term Loan, a copy of which was filed as exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 15, 2012.