8-K - ESTC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2021

Elastic N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	001-38675	Not Applicable
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
800 West El Camino Real, Suite 350
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Mountain View, California 94040
(Address of principal executive offices, including zip code)

(650) 458-2620

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Ordinary Shares, €0.01 Par Value	ESTC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Launch Press Release

On June 28, 2021, Elastic N.V. (the “Company”) issued a press release announcing its intention to offer approximately $500 million aggregate principal amount of senior notes due 2029, subject to market and other conditions, in a private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Upsize and Pricing Press Release

On June 30, 2021, the Company issued a press release announcing the upsize and pricing of its offering of $575 million aggregate principal amount of senior notes due 2029 to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release, dated June 28, 2021.
99.2	Press release, dated June 30, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ELASTIC N.V.
/s/ Janesh Moorjani
By:	Janesh Moorjani
Title:	Chief Financial Officer

Dated: July 2, 2021

EX-99.1

Exhibit 99.1

Elastic Announces Proposed Private Offering of $500 Million of Senior Unsecured Notes

MOUNTAIN VIEW, Calif., June 28, 2021 — Elastic N.V. (“Elastic”) (NYSE: ESTC) announced today that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of its senior notes due 2029 (the “notes”) in a private offering (the “offering”) that is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). Elastic intends to use the net proceeds of the offering for general corporate purposes, which may include capital expenditures, investments and working capital. In addition, from time to time in the past Elastic has considered, and continues to consider, acquisitions and strategic transactions, and also may use the net proceeds of the offering for such purposes.

The notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there beany sale of the notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordancewith Rule 135(c) under the Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements that are based on Elastic management’s current expectations. Such statements include plans, projections and estimates regarding the offering and the receipt and use of the net proceeds from the offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including investor demand, market conditions, customary closing conditions and other factors. In particular, there can be no assurance that Elastic will complete the offering. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Elastic

and its results is included in Elastic’s filings with the SEC, including its Annual Report on Form 10-K for the year ended April 30, 2021. Elastic does not assume any obligation to update the forward-looking information contained in this press release.

About Elastic

Elastic is a search company built on a free and open heritage. Anyone can use Elastic products and solutions to get started quickly and frictionlessly. Elastic offers three solutions for enterprise search, observability, and security, built on one technology stack that can be deployed anywhere. From finding documents to monitoring infrastructure to hunting for threats, Elastic makes data usable in real time and at scale. Founded in 2012, Elastic is a distributed company with Elasticians around the globe.

Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.

Contact Information

Anthony Luscri

Elastic Investor Relations

ir@elastic.co

(650) 695-1055

LisaBoughner

Elastic Corporate Communications

lisa.boughner@elastic.co

EX-99.2

Exhibit 99.2

Elastic Announces Upsizing and Pricing of $575 Million of Senior Unsecured Notes Due 2029

MOUNTAIN VIEW, Calif., June 30, 2021 — Elastic N.V. (“Elastic” or the “Company”) (NYSE: ESTC) announced today that it has priced its offering of $575 million aggregate principal amount of its 4.125% senior notes due 2029 (the “notes”) in a private offering (the “offering”) that is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased by $75 million from the previously announced offering size. The offering is expected to close on July 6, 2021, subject to customary closing conditions. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include capital expenditures, investments and working capital. In addition, from time to time in the past the Company has considered, and continues to consider, acquisitions and strategic transactions, and also may use the net proceeds of the offering for such purposes.