SAN FRANCISCO--(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).
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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