Item 1.01. Entry into a Material Definitive Agreement.
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.
The Company received net proceeds from the offering of the Notes of
approximately $565 million after deducting the Initial
Purchasers’ discount and estimated offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering of the Notes 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 it continues to consider, acquisitions and strategic
transactions, and the Company also may use the net proceeds of this
offering for such purposes.
The Purchase Agreement contains customary representations,
warranties and covenants by the Company together with customary
closing conditions. Under the terms of the Purchase Agreement, the
Company has agreed to indemnify the Initial Purchasers against
The description of the Purchase Agreement contained in this Current
Report on Form 8-K is
qualified in its entirety by reference to the complete text of the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto
and incorporated herein by reference.
On July 6, 2021, the Company entered into an indenture
relating to the issuance of the Notes (the “Indenture”), by and
between the Company and U.S. Bank National Association (the
“Trustee”), as trustee of the Notes. The Notes will be guaranteed
in the future, under the circumstances and subject to the
exceptions described in the Indenture, by each of the Company’s
existing U.S. subsidiaries (other than Endgame Systems, LLC) that
are not immaterial subsidiaries. Initially, none of the Company’s
subsidiaries will guarantee the Notes.
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.
The Company may redeem the Notes, in whole or in part, at any time
prior to July 15, 2024 at a price equal to 100% of the
principal amount thereof plus a “make-whole” premium and accrued
and unpaid interest, if any. The Company may at its election redeem
all or a part of the Notes on or after July 15, 2024, on any
one or more occasions, at the redemption prices set forth in the
Indenture, plus, in each case, accrued and unpaid interest thereon,
if any, to, but excluding, the applicable redemption date. In
addition, at any time prior to July 15, 2024, the Company may
on any one or more occasions redeem up to 40% of the aggregate
principal amount of the Notes outstanding under the Indenture with
the net cash proceeds of one or more equity offerings at a
redemption price equal to 104.125 % of the principal amount of
the Notes then outstanding, plus accrued and unpaid interest
thereon, if any, to, but excluding, the applicable redemption date.
The Company may also at its election redeem the Notes in whole, but
not in part, at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, if certain
changes in tax law occur as set forth in the Indenture.
Repurchase of Notes upon a Change
of Control Triggering Event
If the Company experiences a change of control triggering event (as
defined in the Indenture), the Company must offer to repurchase the
Notes at a repurchase price equal to 101% of the principal amount
of the Notes to be repurchased, plus accrued and unpaid interest,
if any, to the repurchase date.
Subject to exceptions and limitations set forth in the Indenture,
the Company will pay such additional amounts on the Notes