Atlassian Corporation

05/15/2024 | Press release | Distributed by Public on 05/15/2024 15:27

Material Agreement - Form 8-K

Item 1.01. Entry Into a Material Definitive Agreement.

On May 15, 2024, Atlassian Corporation (the "Company") issued $500 million aggregate principal amount of 5.250% senior notes due 2029 (the "2029 Notes") and $500 million aggregate principal amount of 5.500% senior notes due 2034 (the "2034 Notes," and together with the 2029 Notes, the "Notes"). The Notes were offered and sold pursuant to a prospectus, dated May 6, 2024, forming a part of the Company's shelf registration statement on Form S-3 (Registration No. 333-279132), and a prospectus supplement, dated May 8, 2024, relating to the Notes. The Notes were issued under an indenture, dated as of May 15, 2024 (the "Base Indenture"), as supplemented by the first supplemental indenture, dated as of May 15, 2024, with respect to the Notes (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Indenture and the forms of the Notes provide, among other things, that the Notes are senior unsecured obligations of the Company.

The 2029 Notes bear interest at a rate of 5.250% per year. Interest on the 2029 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2024. The 2034 Notes bear interest at a rate of 5.500% per year. Interest on the 2034 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2024.

The Indenture contains covenants limiting the Company's ability to create certain liens and enter into certain sale and leaseback transactions. These covenants are subject to important limitations and exceptions as set forth in the Indenture.

The description of the Indenture in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Indenture. Copies of the Base Indenture and the Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.