ESTC · Elastic N.V. · Debt

On June 30, 2021, Elastic N.V. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 therein (the “Initial Purchasers”), relating to the sale by the Company of $575 million aggregate principal amount of its 4.125% Senior Notes due 2029 (the “Notes”) in a private placement to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes were issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Issuer evidence: On June 30, 2021, Elastic N.V. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 therein (the “Initial Purchasers”), relating to the sale by the Company of $575 million aggregate principal amount of its 4.125% Senior Notes due 2029 (the “Notes”) in a private placement to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes were issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Supporting evidence: The Notes mature on July 15, 2029 and bear interest at a rate of 4.125% per annum. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022.

Supporting evidence: On June 30, 2021, Elastic N.V. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 therein (the “Initial Purchasers”), relating to the sale by the Company of $575 million aggregate principal amount of its 4.125% Senior Notes due 2029 (the “Notes”) in a private placement to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes were issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

**WHEREAS**, the Issuer has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $575,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029 issued on the date hereof (the “**Initial Notes**”) and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date subsequent to the Issue Date, to be guaranteed as provided herein by the Guarantors;

Issuer evidence: This Indenture, dated as of July 6, 2021, is by and between Elastic N.V., a public company with limited liability organized under the laws of the Netherlands (the “**Issuer**”), and U.S. Bank National Association, as trustee (in such capacity, the “**Trustee**”).

Supporting evidence: **WHEREAS**, the Issuer has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $575,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029 issued on the date hereof (the “**Initial Notes**”) and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date subsequent to the Issue Date, to be guaranteed as provided herein by the Guarantors;

Supporting evidence: **WHEREAS**, the Issuer has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $575,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029 issued on the date hereof (the “**Initial Notes**”) and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date subsequent to the Issue Date, to be guaranteed as provided herein by the Guarantors;

(a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

Issuer evidence: This Indenture, dated as of July 6, 2021, is by and between Elastic N.V., a public company with limited liability organized under the laws of the Netherlands (the “Issuer”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).

Supporting evidence: (a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

Supporting evidence: (a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

(a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

Issuer evidence: This Indenture, dated as of July 6, 2021, is by and between Elastic N.V., a public company with limited liability organized under the laws of the Netherlands (the “Issuer”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).

Supporting evidence: (a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

Supporting evidence: (a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and sold by the Issuer to the initial purchasers thereof and (ii) resold, initially, only to (A) QIBs in reliance on Rule 144A (“**Rule 144A Notes**”) and (B) Persons other than U.S. persons in reliance on Regulation S (“**Regulation S Notes**”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.