Item 1.01 Entry Into a Material Definitive Agreement.
On February 3, 2020, Adobe Inc. ("Adobe") completed the previously announced
offering of (i) $500,000,000 aggregate principal amount of the Company's 1.700%
Notes due 2023 (the "2023 Notes"), (ii) $500,000,000 aggregate principal amount
of the Company's 1.900% Notes due 2025 (the "2025 Notes"), (iii) $850,000,000
aggregate principal amount of the Company's 2.150% Notes due 2027 (the "2027
Notes"), and (iv) $1,300,000,000 aggregate principal amount of the Company's
2.300% Notes due 2030 (the "2030 Notes," and, together with the 2023 Notes, the
2025 Notes and the 2027 Notes, the "Notes"). The Notes were issued pursuant to
an Indenture dated as of January 25, 2010 (the "Indenture") between Adobe and
Wells Fargo Bank, National Association, as trustee, together with the officer's
certificate, dated February 3, 2020 (the "Officer's Certificate"), issued
pursuant to the Indenture establishing the terms of each series of Notes.
Interest on the 2023 Notes will accrue from their date of issuance at a rate of
1.700% per year, interest on the 2025 Notes will accrue from their date of
issuance at a rate of 1.900% per year, interest on the 2027 Notes will accrue
from their date of issuance at a rate of 2.150% per year, and interest on the
2030 Notes will accrue from their date of issuance at a rate of 2.300% per year.
Interest on the Notes will be payable in cash semi-annually in arrears on
February 1 and August 1 of each year, beginning on August 1, 2020.
The 2023 Notes will mature on February 1, 2023, the 2025 Notes will mature on
February 1, 2025, the 2027 Notes will mature on February 1, 2027 and the 2030
Notes will mature on February 1, 2030.
Prior to (i) with respect to the 2023 Notes, the maturity date of such notes,
(ii) with respect to the 2025 Notes, January 1, 2025 (one month prior to the
maturity date of such notes), (iii) with respect to the 2027 Notes, December 1,
2026 (two months prior to the maturity date of such notes), and (iv) with
respect to the 2030 Notes, November 1, 2029 (three months prior to the maturity
date of such notes), such series of notes may be redeemed at Adobe's option, at
any time in whole or from time to time in part, at a redemption price equal to
the greater of the following amounts, plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption: (1) 100% of the
principal amount of the notes to be redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the
notes to be redeemed (assuming, in the case of the 2025 Notes, the 2027 Notes
and the 2030 Notes, that such notes matured on January 1, 2025, December 1, 2026
and November 1, 2029, respectively), exclusive of interest accrued to, but
excluding, the date of redemption, discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a rate equal to the applicable Treasury Rate (as defined in the Officer's
Certificate) plus 5 basis points in the case of the 2023 Notes, plus 7.5 basis
points in the case of the 2025 Notes, plus 10 basis points in the case of the
2027 Notes and plus 10 basis points in the case of the 2030 Notes.
In addition, on or after (i) with respect to the 2025 Notes, January 1, 2025
(one month prior to the maturity date of such notes), (ii) with respect to the
2027 Notes, December 1, 2026 (two months prior to the maturity date of such
notes), and (iii) with respect to the 2030 Notes, November 1, 2029 (three months
prior to the maturity date of such notes), such series of notes may be redeemed
at Adobe's option, at any time in whole or from time to time in part, at a
redemption price equal to 100% of the principal amount of the notes being
redeemed plus accrued and unpaid interest on the principal amount being redeemed
to, but excluding, the date of redemption.
Upon the occurrence of a Change of Control Triggering Event (as defined in the
Officer's Certificate), unless Adobe has exercised its right to redeem the Notes
as described above, Adobe will be required to make an offer to purchase the
Notes at a price equal to 101% of their principal amount plus accrued and unpaid
interest, if any, to, but excluding, the date of purchase.
The Officer's Certificate contains certain limited covenants, including
restrictions on Adobe's ability to incur certain liens and enter into certain
sale and leaseback transactions.
The above description is qualified in its entirety by reference to the Officer's
Certificate, including the forms of the Notes, which are filed herewith as
Exhibits 4.1 through 4.5 and are incorporated herein by reference, and to the
Indenture filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on January 25, 2019 (Reg. No.
333-229364).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Officer's Certificate of Adobe Inc. dated February 3, 2020.
4.2 Form of Global Note representing the 2023 Notes (included in Exhibit
4.1).
4.3 Form of Global Note representing the 2025 Notes (included in Exhibit
4.1).
4.4 Form of Global Note representing the 2027 Notes (included in Exhibit
4.1).
4.5 Form of Global Note representing the 2030 Notes (included in Exhibit
4.1).
104 Cover Page Interactive Data File (the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document).
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