Atlassian Corporation Plc Announces Proposed Private Offering of $750 million of Cash Exchangeable Senior Notes
24 April 2018 - 9:01PM
Business Wire
Atlassian Corporation Plc (Nasdaq: TEAM) (“Atlassian”), a
leading provider of team collaboration and productivity software,
today announced its intention to offer through its wholly owned
U.S. subsidiary, Atlassian, Inc. (the “Issuer”), subject to market
conditions and other factors, $750 million aggregate principal
amount of Cash Exchangeable Senior Notes due 2023 (the “Notes”) in
a private offering (the “Offering”) to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). The Issuer also expects to grant
the initial purchasers of the Notes a 13-day option to purchase up
to an additional $112.5 million aggregate principal amount of
the Notes.
The Notes will be senior, unsecured obligations of the Issuer,
and interest will be payable semi-annually in arrears. The Notes
will be exchangeable at the option of the holders only in certain
circumstances and solely into cash. The Notes will not be
exchangeable into Class A ordinary shares of Atlassian (“Class A
ordinary shares”), common stock of the Issuer or any other security
under any circumstances. The Issuer’s obligations under the Notes
will be fully and unconditionally guaranteed by Atlassian. The
interest rate, exchange rate and other terms of the Notes are to be
determined upon pricing of the Offering.
In connection with the pricing of the Notes, the Issuer expects
to enter into capped call transactions with one or more of the
initial purchasers of the Offering or their respective affiliates
and/or other financial institutions (the “Option Counterparties”).
The capped call transactions are expected generally to offset cash
payments due upon exchange of the Notes in excess of the principal
amount thereof in the event that the market value per share of the
Class A ordinary shares at the time of exchange of the Notes is
greater than the strike price under the capped call transactions,
with such offset subject to a cap based on the cap price. Atlassian
anticipates that the cap price of the capped call transactions will
initially represent approximately 100% over the last reported sale
price of the Class A ordinary shares on the pricing date of the
Offering. If the initial purchasers of the Offering exercise their
option to purchase additional Notes, the Issuer expects to enter
into additional capped call transactions with the Option
Counterparties.
Atlassian expects that, in connection with establishing their
initial hedges of the capped call transactions, the Option
Counterparties or their respective affiliates will enter into
various derivative transactions with respect to the Class A
ordinary shares and/or purchase Class A ordinary shares
concurrently with or shortly after the pricing of the Notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Class A ordinary shares or the Notes at that time.
In addition, Atlassian expects that the Option Counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivatives with respect to the
Class A ordinary shares and/or by purchasing or selling Class A
ordinary shares or other securities of Atlassian in secondary
market transactions following the pricing of the Notes and prior to
the maturity of the Notes (and are likely to do so during any
observation period related to an exchange of the Notes). This
activity could also cause or avoid an increase or a decrease in the
market price of the Class A ordinary shares or the Notes, which
could affect the ability of holders of Notes to exchange the Notes
and, to the extent the activity occurs during any observation
period related to an exchange of the Notes, it could affect the
cash consideration that holders of Notes will receive upon exchange
of the Notes.
The Issuer expects to use a portion of the net proceeds of the
Offering to pay the cost of the capped call transactions described
above and to use the remaining net proceeds from the Offering for
working capital and other general corporate purposes. The Issuer
also may use a portion of the net proceeds it receives to acquire
complementary businesses, products, services or technologies.
However, the Issuer does not have agreements or commitments for any
specific acquisitions at this time.
The Notes will only be offered to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The Notes have not been, nor will be, registered
under the Securities Act or the securities laws of any other
jurisdiction, and unless so registered, may not be offered or sold
in the United States except pursuant to an applicable exemption
from such registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes in any state or jurisdiction in which the offer,
solicitation, or sale of the Notes would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
About Atlassian
Atlassian unleashes the potential of every team. Our
collaboration software helps teams organize, discuss and complete
shared work. Teams use Atlassian’s project tracking, content
creation and sharing, real-time communication and service
management products to work better together and deliver quality
results on time.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which statements involve substantial risks and uncertainties.
All statements other than statements of historical fact could be
deemed forward looking, including, whether Atlassian and the Issuer
will be able to consummate the Offering, the terms of the Offering
and the capped call transactions, expectations regarding actions of
the Option Counterparties and their respective affiliates, the
satisfaction of customary closing conditions with respect to the
Offering and the anticipated use of net proceeds of the
Offering.
Atlassian undertakes no obligation to update any forward-looking
statements made in this press release to reflect events or
circumstances after the date of this press release or to reflect
new information or the occurrence of unanticipated events, except
as required by law.
The outcome, achievement or success of the matters covered by
such forward-looking statements involves known and unknown risks,
uncertainties and assumptions. If any such risks or uncertainties
materialize or if any of the assumptions prove incorrect, Atlassian
and the Issuer’s results could differ materially from the results
expressed or implied by the forward-looking statements Atlassian
makes. You should not rely upon forward-looking statements as
predictions of future events. Forward-looking statements represent
Atlassian management’s beliefs and assumptions only as of the date
such statements are made.
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties,
and other factors that may cause actual results, performance, or
achievements to differ materially, including (i) changes as a
result of market conditions or for other reasons, (ii) the risk
that the Offering will not be consummated, (iii) the risk that the
capped call transactions will not become effective, and (iv) the
impact of general economic, industry or political conditions in the
United States or internationally. Further information on these and
other factors that could affect Atlassian and the Issuer’s
expectations is included in filings Atlassian makes with the
Securities and Exchange Commission from time to time, including the
section titled “Risk Factors” in Atlassian’s most recent Forms 20-F
and 6-K (reporting Atlassian’s quarterly results).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180424005799/en/
Atlassian Corporation PlcInvestor
Relations ContactIan LeeIR@atlassian.comorMedia
ContactScott Rubinpress@atlassian.com
Atlassian (NASDAQ:TEAM)
Historical Stock Chart
From Apr 2024 to May 2024
Atlassian (NASDAQ:TEAM)
Historical Stock Chart
From May 2023 to May 2024