8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

Salesforce, Inc. 8-K Report, Material Agreement (Jul 15, 2013)

Filed July 15, 2013For Securities:CRM

Summary

Salesforce.com, Inc. (CRM) filed this 8-K on July 15, 2013, to report the completion of its acquisition of ExactTarget, Inc. The acquisition was finalized on July 10-12, 2013, with Salesforce acquiring approximately 89.7% of ExactTarget shares through a tender offer, followed by a merger. The total value of the shares purchased in the tender offer, after the top-up option, amounted to approximately $2.2 billion. To finance a portion of this acquisition, Salesforce also entered into a new $300.0 million term loan credit agreement with Bank of America, N.A. on July 11, 2013, which matures on July 11, 2016. The company used the full $300 million from this loan to pay a part of the purchase price for ExactTarget shares. The report also details the terms of the credit agreement, including interest rates, repayment schedule, covenants, and events of default.

Key Highlights

  • 1Completion of the acquisition of ExactTarget, Inc. for approximately $2.2 billion.
  • 2Salesforce acquired approximately 89.7% of ExactTarget's shares via a tender offer, followed by a merger.
  • 3Entry into a new $300.0 million term loan credit agreement with Bank of America, N.A.
  • 4The $300.0 million term loan matures on July 11, 2016.
  • 5Proceeds from the term loan were used to fund a portion of the ExactTarget acquisition.
  • 6The credit agreement includes standard covenants, events of default, and interest rate options (base rate or adjusted LIBOR) with spreads based on leverage ratio.
  • 7The company is required to pledge equity in subsidiaries as collateral for the credit facility.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of Salesforce's acquisition of ExactTarget, Inc. and the related financing through a new credit agreement.

The total value of the shares purchased by Salesforce in connection with the tender offer and top-up option was approximately $2.2 billion.

Salesforce financed a portion of the ExactTarget acquisition by entering into a new $300.0 million term loan credit agreement. The remainder of the acquisition was likely financed through other means, such as existing cash or other credit facilities.

The $300 million term loan matures on July 11, 2016, and carries interest at either a base rate plus a spread of 0.50%-1.00% or an adjusted LIBOR rate plus a spread of 1.50%-2.00%, determined by the company's leverage ratio. Principal repayment begins in quarterly installments starting September 30, 2013.