5.250% Senior Notes due 2029
Note · ATLASSIAN CORPORATION
Reference: 5.250% Senior Notes due 2029
- Original principal
- USD 500,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- May 15, 2029
Last reported interest terms: 5.25% Reported 2024-05-15 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 3.01(vi) · Change of Control Offer
(vi) If Holders of not less than 95% in aggregate principal amount of outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Company shall have the right, upon not…
Applies to every series under this agreement Springing Trigger: Holders of not less than 95% in aggregate principal amount of outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders Exceptions: subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date Section 3.01 Change of Control Triggering Event.
Full wording and supporting evidence
Source evidence: (vi) If Holders of not less than 95% in aggregate principal amount of outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date).
Target identity evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (the “Supplemental Indenture”), is between ATLASSIAN CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the 2029 Notes defined below (in such capacity, the “2029 Trustee”) and the 2034 Notes defined below (in such capacity, the “2034 Trustee”, collectively with the 2029 Trustee, the “Trustee”), to the Indenture (as defined below).
Target identity evidence: WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of May 15, 2024 (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, the “Indenture”), substantially in the form of Indenture previously filed as Exhibit 4.3 to the Registration Statement (No. 333-279132) filed with the Securities and Exchange Commission (the “Commission”) on Form S-3 by the Company.
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Section 3.01(i) · Change of Control Triggering Event
the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of such series of Notes to purchase all or any part
Applies to every series under this agreement Metric: aggregate principal amount of Notes purchased
Stated threshold: 101 %
Springing Trigger: a Change of Control Triggering Event occurs with respect to a series of Notes Exceptions: unless the Company has exercised its right to redeem any series of Notes pursuant to Section 1.04 of this Supplemental Indenture Defined terms:
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Change of Control Triggering Event: the occurrence of both a Change of Control and a Ratings Event.
Source evidence: “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Event.
Full wording and supporting evidence
Source evidence: (i) If a Change of Control Triggering Event occurs with respect to a series of Notes, unless the Company has exercised its right to redeem any series of Notes pursuant to Section 1.04 of this Supplemental Indenture, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of such series of Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s applicable Notes on the terms set forth in the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes purchased, plus accrued and unpaid interest, if any, on the Notes purchased to, but not including, the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (a “Change of Control Payment”); *provided* that after giving effect to the purchase, any Notes that remain outstanding shall have a minimum denomination of $2,000 and integral multiples of $1,000 above that amount.
Target identity evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (the “Supplemental Indenture”), is between ATLASSIAN CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the 2029 Notes defined below (in such capacity, the “2029 Trustee”) and the 2034 Notes defined below (in such capacity, the “2034 Trustee”, collectively with the 2029 Trustee, the “Trustee”), to the Indenture (as defined below).
Target identity evidence: WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of May 15, 2024 (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, the “Indenture”), substantially in the form of Indenture previously filed as Exhibit 4.3 to the Registration Statement (No. 333-279132) filed with the Securities and Exchange Commission (the “Commission”) on Form S-3 by the Company.
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Change of Control Triggering Event: the occurrence of both a Change of Control and a Ratings Event.
Documents and filing history
- GoverningAgreement · EX-4.2 · 2024-05-15 — EXHIBIT 4.2
- SeriesInstrument · EX-4.2 · 2024-05-15 — EXHIBIT 4.2
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Issuance
· 2024-05-15
Original principal USD 500,000,000 Exact source document
Parent 8-K filing · 2024-05-15
(a) The 2029 Notes shall be entitled the “5.250% Senior Notes due 2029”. The 2029 Trustee shall authenticate and deliver (i) the 2029 Notes for original issue on the date hereof (the “Original 2029 Notes”) in the aggregate principal amount of $500.0 million, and (ii) additional 2029 Notes for original issue from time to time after the date hereof in such principal amounts as may be specified in a Company Order described in this sentence, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.3 of the Base Indenture. Such Company Order shall specify the amount of the 2029 Notes to be authenticated, the date on which the original issue of 2029 Notes is to be authenticated, and the name or names of the initial Holder or Holders. The Original 2029 Notes and any additional 2029 Notes issued and authenticated pursuant to clause (ii) of this paragraph shall constitute a single series of Notes for all purposes under the Indenture.
Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (the “Supplemental Indenture”), is between ATLASSIAN CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the 2029 Notes defined below (in such capacity, the “2029 Trustee”) and the 2034 Notes defined below (in such capacity, the “2034 Trustee”, collectively with the 2029 Trustee, the “Trustee”), to the Indenture (as defined below).
Supporting evidence: The principal amount of each 2029 Note shall be payable on May 15, 2029. Each 2029 Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of 5.250% per annum. The dates on which interest on the 2029 Notes shall be payable shall be May 15 and November 15 of each year (the “2029 Notes Interest Payment Dates”). The regular record date for interest payable on the 2029 Notes on any 2029 Notes Interest Payment Date shall be May 1 and November 1, as the case may be, next preceding such 2029 Notes Interest Payment Date.
Supporting evidence: WHEREAS, the Company has duly authorized and desires to create two new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “5.250% Senior Notes due 2029” (the “2029 Notes”) and (ii) $500.0 million in an initial aggregate principal amount of Securities to be designated the “5.500% Senior Notes due 2034” (the “2034 Notes” and, together with the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;
Supporting evidence: WHEREAS, the Company has duly authorized and desires to create two new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “5.250% Senior Notes due 2029” (the “2029 Notes”) and (ii) $500.0 million in an initial aggregate principal amount of Securities to be designated the “5.500% Senior Notes due 2034” (the “2034 Notes” and, together with the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;