8-KMaterial AgreementsOther EventsExhibits & Filings

Autodesk, Inc. 8-K Report, Material Agreement (Dec 13, 2012)

Filed December 13, 2012For Securities:ADSK

Summary

This Form 8-K filing from Autodesk, Inc. on December 13, 2012, announces the company's entry into an indenture for the issuance of $750 million in senior unsecured notes. These notes are divided into two tranches: $400 million at 1.950% due in 2017 and $350 million at 3.600% due in 2022. The issuance and terms were previously outlined in a Form 8-K filed on December 11, 2012, and are based on a shelf registration statement filed earlier in December. Autodesk intends to use a portion of the net proceeds to repay approximately $80 million of its revolving credit facility borrowings. The remaining funds will be allocated to general corporate purposes, including working capital, capital expenditures, potential stock repurchases, and strategic acquisitions. The filing also details certain covenants within the indenture that restrict the company's ability to incur certain types of debt and engage in sale and lease-back transactions, alongside outlining events of default.

Key Highlights

  • 1Autodesk issued $750 million in senior unsecured notes on December 13, 2012.
  • 2The notes are comprised of $400 million of 1.950% notes due 2017 and $350 million of 3.600% notes due 2022.
  • 3Proceeds will be used to repay $80 million of revolving credit facility borrowings.
  • 4Remaining net proceeds are earmarked for general corporate purposes, including working capital, capital expenditures, stock repurchases, and potential acquisitions.
  • 5The indenture includes covenants restricting the incurrence of secured debt and sale-leaseback transactions.
  • 6Events of default include payment failures, covenant breaches, and insolvency events.
  • 7The issuance was facilitated by an Underwriting Agreement dated December 10, 2012, and under a shelf registration statement.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Autodesk's entry into an indenture for the issuance of $750 million in senior unsecured notes, detailing the terms, tranches, and intended use of proceeds.

Autodesk plans to use a portion of the net proceeds to repay approximately $80 million of its outstanding revolving credit facility borrowings. The remainder will be used for general corporate purposes such as working capital, capital expenditures, potential stock repurchases, and strategic transactions.

The indenture imposes certain restrictions, including limitations on the ability of Autodesk and its subsidiaries to incur debt secured by liens on principal property, engage in sale and lease-back transactions related to principal property, and to consolidate, merge, or sell all or substantially all of its assets.

Events of default include failure to make payments on the notes, non-performance of covenants (both affirmative and negative), and the occurrence of bankruptcy or insolvency-related events. Upon an event of default, the principal amount of the notes may become immediately due and payable.