Atlassian : Material Agreement - Form 8-K

Item 1.01. Entry Into a Material Definitive Agreement.

On May 8, 2024, Atlassian Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), providing for its underwritten public offering (the "Notes Offering") of $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 are being offered pursuant to an effective automatic shelf registration statement on Form S-3 (Registration No. 333-279132), a base prospectus, dated May 6, 2024, included as part of the registration statement, and a prospectus supplement, dated May 8, 2024, relating to the Notes filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company intends to use the proceeds from the Notes Offering to repay in full its existing credit facility providing for a $1 billion senior unsecured delayed-draw term loan and a $500 million senior unsecured revolving credit facility (the "Credit Facility"), and the Company may use any remaining proceeds for other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The Notes Offering is expected to close on May 15, 2024, subject to the satisfaction of customary closing conditions.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, various financial advisory, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Underwriters and/or their affiliates are lenders under the Credit Facility, and thus might receive a portion of the net proceeds from the Notes Offering through the repayment of that indebtedness.

The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

This Current Report on Form 8-K, including the Exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act.