Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Company received net proceeds from the offering of the Notes of
approximately
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 certain liabilities.
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.
Indenture
On
Interest
The Notes mature on
Optional Redemption
The Company may redeem the Notes, in whole or in part, at any time prior to
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.
Additional Amounts
Subject to exceptions and limitations set forth in the Indenture, the Company will pay such additional amounts on the Notes
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as may be necessary to ensure that the net amounts received by each holder of a Note after all withholding or deductions in respect of certain taxes, if any, shall equal the amount of principal (and premium, if any) and interest such holder would have received in the absence of such withholding deduction.
Covenants
The Indenture governing the Notes contains covenants limiting the ability of the Company and/or its subsidiaries to:
• create liens on certain assets to secure debt; • grant a subsidiary guarantee of certain debt without also providing a guarantee of the Notes; and • consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of the Company's assets to, another person.
These covenants are subject to a number of important limitations and exceptions set forth in the Indenture.
The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes under the Indenture will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture may declare all the Notes to be due and payable immediately.
The description of the Notes and the Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the text of the Indenture and Form of 4.125% Senior Note due 2029, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated as ofJuly 6, 2021 , by and betweenElastic N.V. andU.S. Bank National Association , as trustee. 4.2 Form of 4.125% Senior Note due 2029 (included in Exhibit 4.1). 10.1 Purchase Agreement, dated as ofJune 30, 2021 , betweenElastic N.V. andJ.P. Morgan Securities LLC , as representative of the several initial purchasers listed in Schedule 1 thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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