01—Abstract
Summary
Summary of the 8-K filed August 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation (the "Company") entered into an Amended and Restated Credit Agreement on August 12, 2024, with Atlassian US, Inc., an indirect subsidiary, as borrower, and Bank of America, N.A., as administrative agent.
The agreement provides for a $750,000,000a senior unsecured revolving credit facility that matures on August 12, 2029, and amends and restates the Company's existing credit agreement dated as of October 28, 2020. Borrowings bear interest at either Term SOFR plus a margin of 0.875% to 1.500% per annum, or a Base Rate plus a margin of 0.000% to 0.500% per annum. Margins are based on the consolidated leverage ratio, or, once the Company has Debt Ratings, the Borrower may irrevocably elect to base them on those ratings.
The Borrower also pays an unused line fee, letter of credit fronting fees, and other customary fees, and may repay loans at any time without premium or penalty. The credit agreement includes customary covenants restricting mergers, asset dispositions, liens, and subsidiary indebtedness, subject to customary exceptions.
It requires a consolidated leverage ratio not exceeding 3.50 to 1.00 at each fiscal quarter end, with an election to step up to 4.50 to 1.00 for fiscal quarters in which certain material acquisitions are consummated and the four fiscal quarters thereafter. The full agreement is to be filed with the Company's Annual Report on Form 10-K for the period ending June 30, 2024.
02—Key points
Key Highlights
- New $750,000,000 senior unsecured revolving credit facility entered August 12, 2024, with Bank of America, N.A. as administrative agent
- Facility matures August 12, 2029
- Floating-rate borrowings priced at Term SOFR plus 0.875% to 1.500% per annum, or Base Rate plus 0.000% to 0.500% per annum, based on leverage or Debt Ratings
- Borrower may voluntarily repay loans at any time without premium or penalty
- Maintenance covenant caps consolidated leverage ratio at 3.50 to 1.00, with an option to step up to 4.50 to 1.00 after certain material acquisitions
- Amends and restates the Company's credit agreement dated October 28, 2020
- Customary covenants restrict mergers, asset dispositions, liens, and subsidiary indebtedness, subject to exceptions
03—Questions
Frequently Asked Questions
What did Atlassian enter into on August 12, 2024?
Atlassian entered into an Amended and Restated Credit Agreement with its indirect subsidiary Atlassian US, Inc. as borrower and Bank of America, N.A. as administrative agent, providing a $750,000,000 senior unsecured revolving credit facility.
When does the new revolving credit facility mature?
The facility matures on August 12, 2029.
How is interest on borrowings under the facility determined?
At the Borrower's option, borrowings bear interest at Term SOFR plus a margin of 0.875% to 1.500% per annum, or Base Rate plus a margin of 0.000% to 0.500% per annum. Margins are based on the consolidated leverage ratio, or on the Company's Debt Ratings if the Borrower elects that option.
What financial covenant applies to the facility?
The Company must keep its consolidated leverage ratio at or below 3.50 to 1.00 at the end of each fiscal quarter. This may step up to 4.50 to 1.00 at the Borrower's election for fiscal quarters in which certain material acquisitions are consummated and the four fiscal quarters following, subject to customary exceptions.
Can the Borrower repay the facility early?
Yes. The Borrower may voluntarily repay outstanding loans at any time without premium or penalty.
04—Continue