SAN FRANCISCO--(BUSINESS WIRE)--
Atlassian Corporation Plc (Nasdaq: TEAM) (“Atlassian”), a leading
provider of team collaboration and productivity software, today
announced the pricing of $850 million aggregate principal amount of
0.625% Cash Exchangeable Senior Notes due 2023 (the “Notes”) of its
wholly owned U.S. subsidiary, Atlassian, Inc. (the “Issuer”), 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 Offering was upsized from the previously
announced aggregate principal amount of $750 million. In addition, the
Issuer has granted the initial purchasers of the Notes a 13-day option
to purchase up to an additional $150 million aggregate principal amount
of the Notes. The sale of the Notes to the initial purchasers is
expected to settle on April 27, 2018, subject to customary closing
conditions, and is expected to result in approximately $841.3 million in
net proceeds to the Issuer after deducting the initial purchasers’
discount and estimated offering expenses payable by the Issuer (assuming
no exercise of the initial purchasers’ option to purchase additional
Notes).
The Notes will be senior, unsecured obligations of the Issuer, and will
bear interest at a rate of 0.625% per year. Interest will be payable
semi-annually in arrears on May 1 and November 1 of each year, beginning
on November 1, 2018. The Notes will mature on May 1, 2023, unless
earlier repurchased, redeemed or exchanged into cash in accordance with
their terms prior to such date. 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.
Prior to November 6, 2020, the Issuer may not redeem the Notes, except
in connection with certain tax-related events. On or after November 6,
2020, the Issuer may redeem the Notes, at its option, at a redemption
price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, if the last reported sale price of the Class A
ordinary shares has been at least 130% of the exchange price then in
effect for at least 20 trading days (whether or not consecutive),
including the trading day immediately preceding the date on which the
Issuer provides notice of redemption, during any 30 consecutive trading
day period ending on, and including, the trading day immediately
preceding the date on which the Issuer provides written notice of
redemption.
The initial exchange rate for the Notes is 12.2663 Class A ordinary
shares per $1,000 principal amount of Notes (equivalent to an initial
exchange price of approximately $81.52 per share, which represents an
exchange premium of approximately 42.5% to the last reported sale price
of the Class A ordinary shares on the Nasdaq Global Select Market on
April 24, 2018).
Holders of Notes will have the right, at their option, to require the
Issuer to repurchase their Notes upon the occurrence of certain events
that constitute a fundamental change under the indenture governing the
Notes at a purchase price equal to 100% of the principal amount thereof,
plus any accrued and unpaid interest to, but excluding, the date of
repurchase. In connection with certain corporate events, or if the
Issuer issues a notice of redemption, the Issuer will, under certain
circumstances, increase the exchange rate for holders who elect to
exchange their Notes in connection with such corporate event or during
the relevant redemption period.
In connection with the pricing of the Notes, the Issuer entered into
capped call transactions with the initial purchasers of the Offering or
their respective affiliates and another financial institution (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.
The cap price of the capped call transactions will initially be $114.42
per share, which represents a premium of 100% over the last reported
sale price of the Class A ordinary shares of $57.21 per share on the
Nasdaq Global Select Market on April 24, 2018, and is subject to certain
adjustments. If the initial purchasers of the Offering exercise their
option to purchase additional Notes, Atlassian expects that the Issuer
will 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 approximately $74.5 million 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 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 were only 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, 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 and (iii) 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).
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Atlassian Corporation Plc
Investor Relations Contact
Ian
Lee
IR@atlassian.com
or
Media
Contact
Scott Rubin
press@atlassian.com
Source: Atlassian Corporation Plc