01—Abstract
Summary
Summary of the 8-K filed March 17, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 12, 2025, NetApp, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for a public offering of $625,000,000a aggregate principal amount of 5.500% Senior Notes due 2032 and $625,000,000 aggregate principal amount of 5.700% Senior Notes due 2035. The offering was made under the company's Form S-3 shelf registration statement and a prospectus supplement filed March 13, 2025. On March 17, 2025, NetApp entered into a Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee, establishing the terms of the notes.
Interest is payable semi-annually on March 17 and September 17, beginning September 17, 2025, and the notes mature on March 17, 2032 and March 17, 2035, respectively. NetApp intends to use part of the net proceeds to repay its outstanding 1.875%b Senior Notes due 2025 at maturity, with the remainder for general corporate purposes. The indenture contains limited covenants restricting secured debt on principal property, certain sale and lease-back transactions, and consolidations, mergers or asset sales.
Events of default include payment failures, covenant non-compliance and bankruptcy-related events, which could trigger acceleration of the full principal. Counsel Wilson Sonsini Goodrich & Rosati also issued a legality opinion dated March 17, 2025.
02—Key points
Key Highlights
- NetApp priced a public offering of $625,000,000 of 5.500% Senior Notes due 2032 and $625,000,000 of 5.700% Senior Notes due 2035 under its Form S-3 shelf registration.
- Underwriting agreement dated March 12, 2025 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives.
- Fifth Supplemental Indenture dated March 17, 2025 with U.S. Bank Trust Company, National Association, as trustee; interest is payable semi-annually from September 17, 2025.
- Net proceeds will partly repay the 1.875% Senior Notes due 2025 at maturity, with the remainder for general corporate purposes.
- Indenture covenants are limited, restricting secured debt on principal property, certain sale and lease-back transactions, and consolidations, mergers or sales of substantially all assets.
- Events of default include payment failures, covenant breaches and bankruptcy-related events, which could accelerate the full principal amount.
03—Questions
Frequently Asked Questions
What securities did NetApp sell in this offering?
NetApp sold $625,000,000 aggregate principal amount of 5.500% Senior Notes due 2032 and $625,000,000 aggregate principal amount of 5.700% Senior Notes due 2035, issued in a public offering under its Form S-3 shelf registration.
When do the notes mature and when is interest paid?
The 2032 Notes mature on March 17, 2032 and the 2035 Notes mature on March 17, 2035. Interest is payable semi-annually in arrears on March 17 and September 17 each year, beginning September 17, 2025.
How will NetApp use the proceeds?
NetApp intends to use a portion of the net proceeds to repay its outstanding 1.875% Senior Notes due 2025 at maturity and the remainder for general corporate purposes.
What restrictions do the notes place on NetApp?
The indenture contains limited covenants that restrict NetApp and its subsidiaries from incurring secured debt on principal property or on stock or indebtedness of subsidiaries owning principal property, engaging in certain sale and lease-back transactions, and consolidating, merging or selling substantially all assets.
What happens if NetApp defaults on the notes?
Events of default include failure to make note payments, non-compliance with affirmative and negative covenants, and bankruptcy or insolvency events. Upon an event of default, the entire principal amount could become immediately due and payable.
04—Continue