Accenture plc

10/04/2024 | Press release | Distributed by Public on 10/04/2024 12:10

Material Event Form 8 K

Item 8.01 Other Events

On October 4, 2024, Accenture Capital Inc. ("Accenture Capital"), a Delaware corporation and a wholly owned subsidiary of Accenture plc ("Accenture"), closed the sale of $1,100,000,000 aggregate principal amount of its 3.900% notes due 2027 (the "2027 Notes"), $1,200,000,000 aggregate principal amount of its 4.050% notes due 2029 (the "2029 Notes"), $1,200,000,000 aggregate principal amount of its 4.250% notes due 2031 (the "2031 Notes") and $1,500,000,000 aggregate principal amount of its 4.500% notes due 2034 (the "2034 Notes" and, together with the 2027 Notes, 2029 Notes and 2031 Notes, the "Notes") pursuant to an Underwriting Agreement dated October 1, 2024 (the "Underwriting Agreement") among Accenture Capital, as issuer, Accenture, as guarantor, and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and BNP Paribas Securities Corp., as managers of the several underwriters named in Schedule II thereto. The sale of the Notes was registered under Accenture and Accenture Capital's registration statement on Form S-3filed on September 30, 2024 (File Nos. 333-282399and 333-282399-02)(the "Registration Statement"). The Notes are fully and unconditionally guaranteed by Accenture.

The aggregate public offering price of the Notes was $4.993 billion and the estimated net proceeds from the offering were approximately $4.974 billion, after deducting underwriting discounts from the public offering price and before deducting offering expenses. The Notes were issued pursuant to an Indenture dated as of October 4, 2024 among Accenture Capital, as issuer, Accenture plc, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"), together with an officer's certificate (the "Officer's Certificate").

The foregoing descriptions of the Underwriting Agreement, the Indenture, the Officer's Certificate and the Notes are qualified in their entirety by the terms of such documents. The following exhibits are filed with this Current Report on Form 8-Kand are incorporated by reference herein and in the Registration Statement: Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 5.1 and 5.2.