01—Abstract
Summary
Summary of the 8-K filed May 15, 2024. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation filed this Form 8-K on May 15, 2024 to report that it issued two series of senior unsecured notes.
The company issued $500 milliona 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 were offered under a prospectus dated May 6, 2024, which forms part of the company's shelf registration statement on Form S-3 (Registration No. 333-279132), and a prospectus supplement dated May 8, 2024. The notes were issued under a base indenture dated May 15, 2024, as supplemented by a first supplemental indenture of the same date, with U.S. Bank Trust Company, National Association, as trustee.
Both series pay interest semi-annually on May 15 and November 15, beginning November 15, 2024. The indenture includes covenants limiting the company's ability to create certain liens and enter into certain sale and leaseback transactions, subject to stated limitations and exceptions.
The filing also reports the creation of a direct financial obligation under Item 2.03 and lists exhibits including the indentures, a legal opinion from Latham & Watkins LLP, and the cover page interactive data file. The filing is signed by Joseph Binz, Chief Financial Officer.
02—Key points
Key Highlights
- Issued $500 million of 5.250% senior notes due 2029 and $500 million of 5.500% senior notes due 2034, totaling $1.0 billion in aggregate principal amount
- Notes are senior unsecured obligations of Atlassian Corporation
- Both series pay interest semi-annually on May 15 and November 15, with the first payment due November 15, 2024
- Indenture contains covenants limiting certain liens and certain sale and leaseback transactions, subject to important limitations and exceptions
- Notes were offered under a prospectus dated May 6, 2024 and a prospectus supplement dated May 8, 2024, under shelf registration statement on Form S-3 (Registration No. 333-279132)
- U.S. Bank Trust Company, National Association serves as trustee under the base indenture and first supplemental indenture
03—Questions
Frequently Asked Questions
How much debt did Atlassian issue and in what form?
Atlassian issued $500 million aggregate principal amount of 5.250% senior notes due 2029 and $500 million aggregate principal amount of 5.500% senior notes due 2034, both issued on May 15, 2024.
What are the interest payment terms on the notes?
The 2029 Notes and 2034 Notes each bear interest payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2024.
Are the notes secured?
No. The indenture and the forms of the notes provide that the notes are senior unsecured obligations of the company.
What restrictions does the indenture place on Atlassian?
The indenture contains covenants limiting the company's ability to create certain liens and to enter into certain sale and leaseback transactions. These covenants are subject to important limitations and exceptions set forth in the indenture.
Under what registration were the notes offered?
The notes were offered and sold under a prospectus dated May 6, 2024, forming part of Atlassian's shelf registration statement on Form S-3 (Registration No. 333-279132), and a prospectus supplement dated May 8, 2024.
04—Continue