01—Abstract
Summary
Summary of the 8-K filed May 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation filed this Current Report on Form 8-K dated May 9, 2024 to report that on May 8, 2024 it entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, for an underwritten public offering of $1.0 billiona in senior notes.
The offering consists of $500 millionb aggregate principal amount of 5.250% senior notes due 2029 and $500 million aggregate principal amount of 5.500% senior notes due 2034. The notes are being sold under an effective automatic shelf registration statement on Form S-3 (Registration No. 333-279132), with a base prospectus dated May 6, 2024 and a prospectus supplement dated May 8, 2024. The Notes Offering is expected to close on May 15, 2024, subject to customary closing conditions.
The company states it intends to use the net proceeds to repay in full its existing credit facility, which provides for a $1 billionc senior unsecured delayed-draw term loan and a $500 million senior unsecured revolving credit facility. Any remaining proceeds may be used for other general corporate purposes. The filing notes that certain underwriters and their affiliates are lenders under the Credit Facility and may therefore receive a portion of the proceeds through repayment of that debt.
For investors, the filing primarily signals a refinancing of the company's bank borrowings with longer-dated fixed-rate unsecured debt, extending maturities to 2029 and 2034. The filing contains only the underwriting agreement terms and offering details; it does not include financial results or other operating information.
02—Key points
Key Highlights
- Atlassian Corporation agreed on May 8, 2024 to sell $1.0 billion of senior notes in an underwritten public offering.
- The offering comprises $500 million of 5.250% senior notes due 2029 and $500 million of 5.500% senior notes due 2034.
- Underwriters are BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, acting as representatives.
- Proceeds are intended to repay in full the existing credit facility, comprising a $1 billion senior unsecured delayed-draw term loan and a $500 million senior unsecured revolving credit facility.
- Offering is made under an effective automatic shelf registration statement on Form S-3 (Registration No. 333-279132) with a prospectus supplement dated May 8, 2024.
- The Notes Offering is expected to close on May 15, 2024, subject to customary closing conditions.
- Certain underwriters and their affiliates are lenders under the Credit Facility and may receive part of the net proceeds through its repayment.
03—Questions
Frequently Asked Questions
How much debt is Atlassian raising in this offering?
Atlassian is offering $1.0 billion in aggregate principal amount of senior notes, split equally into $500 million of 5.250% notes due 2029 and $500 million of 5.500% notes due 2034.
What will Atlassian use the proceeds for?
The company intends to use the proceeds to repay in full its existing credit facility, which includes a $1 billion senior unsecured delayed-draw term loan and a $500 million senior unsecured revolving credit facility. Any remaining proceeds may be used for other general corporate purposes.
When is the offering expected to close?
The Notes Offering is expected to close on May 15, 2024, subject to the satisfaction of customary closing conditions.
What are the interest rates and maturities of the new notes?
The 2029 Notes carry a 5.250% coupon and mature in 2029, while the 2034 Notes carry a 5.500% coupon and mature in 2034.
Do any banks involved in the offering have a stake in the refinancing?
Yes. The filing states that certain underwriters and/or their affiliates are lenders under the Credit Facility and thus might receive a portion of the net proceeds through the repayment of that indebtedness.
04—Continue