Item 1.01 Entry into a Material Definitive Agreement.
On July 12, 2021, salesforce.com, inc. ("Salesforce" or the "Company") completed
its previously announced registered public offering (the "Offering") of
$1,000,000,000 aggregate principal amount of 0.625% Senior Notes due 2024 (the
"2024 Notes"), $1,000,000,000 aggregate principal amount of 1.500% Senior Notes
due 2028 (the "Sustainability Notes"), $1,500,000,000 aggregate principal amount
of 1.950% Senior Notes due 2031 (the "2031 Notes"), $1,250,000,000 aggregate
principal amount of 2.700% Senior Notes due 2041 (the "2041 Notes"),
$2,000,000,000 aggregate principal amount of 2.900% Senior Notes due 2051 (the
"2051 Notes") and $1,250,000,000 aggregate principal amount of 3.050% Senior
Notes due 2061 (the "2061 Notes" and, together with the 2024 Notes, the 2031
Notes, the 2041 Notes and the 2051 Notes, the "Mandatorily Redeemable Notes";
the Mandatorily Redeemable Notes and the Sustainability Notes are collectively
referred to herein as the "Notes"), and in connection therewith executed the
Second Supplemental Indenture (the "Second Supplemental Indenture"), between the
Company and U.S. Bank National Association, as trustee (the "Trustee"). The
Notes will be governed by that certain Indenture, dated as of April 11, 2018
(the "Base Indenture"), between the Company and the Trustee, as amended and
supplemented with respect to the Notes by the Second Supplemental Indenture (the
Base Indenture as so amended and supplemented, the "Indenture").
The sale of the Notes was made pursuant to the Company's Registration Statement
on Form S-3 (Registration No. 333-251123), including a preliminary prospectus
supplement dated June 29, 2021 to the prospectus contained therein dated
December 4, 2020, filed by the Company with the Securities and Exchange
Commission (the "SEC"), pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended (the "Securities Act"), and a free writing prospectus dated
June 29, 2021, filed by the Company with the SEC, pursuant to Rule 433 under the
Securities Act.
The 2024 Notes will bear interest at the rate of 0.625% per year and mature on
July 15, 2024. The Sustainability Notes will bear interest at the rate of 1.500%
per year and mature on July 15, 2028. The 2031 Notes will bear interest at the
rate of 1.950% per year and mature on July 15, 2031. The 2041 Notes will bear
interest at the rate of 2.700% per year and mature on July 15, 2041. The 2051
Notes will bear interest at the rate of 2.900% per year and mature on July 15,
2051. The 2061 Notes will bear interest at the rate of 3.050% per year and
mature on July 15, 2061.
Interest on the Notes will accrue from July 12, 2021, and will be payable
semi-annually in arrears on January 15 and July 15 of each year, beginning on
January 15, 2022.
The Company may redeem some or all of the Notes of each series at the applicable
redemption price, as described in the Second Supplemental Indenture.
The Notes are the Company's unsecured, unsubordinated debt obligations and rank
equally in right of payment with all of the Company's other unsecured and
unsubordinated debt obligations from time to time outstanding.
On December 1, 2020, the Company entered into an Agreement and Plan of Merger
(as amended, supplemented, restated or modified from time to time, the "Merger
Agreement") by and among the Company, Skyline Strategies I Inc., a Delaware
corporation and wholly owned subsidiary of the Company, and Skyline Strategies
II LLC, a Delaware limited liability company and wholly owned subsidiary of the
Company, and Slack Technologies, Inc., a Delaware corporation ("Slack"). The
acquisition of Slack by the Company pursuant to the Merger Agreement is referred
to in this Form 8-K as the "proposed transaction." The Company intends (i) to
use the net proceeds of the Offering of the Mandatorily Redeemable Notes to
partially fund the cash consideration payable by the Company for the proposed
transaction and to pay related fees, costs and expenses and (ii) to allocate an
amount equal to the net proceeds from the sale of the Sustainability Notes to
finance or refinance, in whole or in part, one or more new or existing green or
social projects that satisfy certain criteria. If the consummation of the
proposed transaction does not occur on or before June 1, 2022 or the Company
notifies the Trustee that it will not pursue the consummation of the proposed
transaction, the Company will be required to redeem the Mandatorily Redeemable
Notes then outstanding at a redemption price equal to 101% of the principal
amount of the Mandatorily Redeemable Notes to be redeemed plus accrued and
unpaid interest, if any, to, but excluding, the date of such special mandatory
redemption (the "Special Mandatory Redemption"). The Sustainability Notes are
not subject to the Special Mandatory Redemption.
The Indenture contains customary events of default with respect to the Notes,
including failure to make required payments, failure to comply with certain
agreements or covenants and certain events of bankruptcy and insolvency. Events
of default under the Indenture arising from certain events of bankruptcy or
insolvency will automatically cause the acceleration of the amounts due under
the Notes. If any other event of default under the Indenture occurs and is
continuing with respect to a series of Notes, the Trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding Notes of such
series may declare the acceleration of the amounts due under the applicable
Notes.
The foregoing descriptions of the Notes, the Base Indenture and the Second
Supplemental Indenture are qualified in their entirety by reference to the full
text of the Base Indenture, which is included as Exhibit 4.1 to this Form 8-K,
the Second Supplemental Indenture, which is included as Exhibit 4.2 to this Form
. . .
Item 1.02 Termination of a Material Definitive Agreement.
The information included in Item 8.01 relating to the Acquisition Term Loan
Agreement referred to below is hereby incorporated by reference into this
Item 1.02.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description contained under Item 1.01 above is hereby incorporated by
reference in its entirety into this Item 2.03.
Item 8.01 Other Events
In connection with the consummation of the Offering, the Company terminated all
commitments (i) outstanding under that certain Credit Agreement with the lenders
and other parties thereto and Bank of America, N.A., as administrative agent,
that provided the Company with the ability to borrow up to $3 billion on an
unsecured basis subject to certain terms and conditions (the "Acquisition Term
Loan Agreement") and (ii) obtained from Citigroup Global Markets Inc., Bank of
America, N.A., JPMorgan Chase Bank, N.A. and certain other financial
institutions for a 364-day senior unsecured bridge term loan facility, in each
case entered into or obtained, as applicable, in connection with the proposed
transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
4.1 Indenture, dated April 11, 2018, between the Company and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K filed by salesforce.com, inc. on
April 11, 2018)
4.2 Second Supplemental Indenture, dated July 12, 2021, between the
Company and U.S. Bank National Association, as trustee
4.3 Form of 2024 Notes (included in Exhibit 4.2)
4.4 Form of Sustainability Notes (included in Exhibit 4.2)
4.5 Form of 2031 Notes (included in Exhibit 4.2)
4.6 Form of 2041 Notes (included in Exhibit 4.2)
4.7 Form of 2051 Notes (included in Exhibit 4.2)
4.8 Form of 2061 Notes (included in Exhibit 4.2)
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, relating to the Notes
(including the consent required with respect thereto)
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements may relate to future events and
anticipated results of operations, business strategies, the anticipated benefits
of the offering of the notes described herein, the proposed transaction, the
anticipated impact of the proposed transaction on the combined company's
business and future financial and operating results, the expected amount and
timing of synergies from the proposed transaction, the anticipated closing date
for the offering of the notes described herein and other aspects of our
operations or operating results. These forward-looking statements generally can
be identified by phrases such as "will," "expects," "anticipates," "foresees,"
"forecasts," "estimates" or other words or phrases of similar import. It is
uncertain whether any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do, what impact they will
have on the results of operations and financial condition of the combined
companies or the price of Salesforce or Slack stock. These forward-looking
statements involve certain risks and uncertainties, many of which are beyond the
parties' control, that could cause actual results to differ materially from
those indicated in such forward-looking statements, including but not limited
to: the impact of public health crises, such as pandemics (including coronavirus
(COVID-19)) and epidemics and any related company or government policies and
actions to protect the health and safety of individuals or government policies
or actions to maintain the functioning of national or global economies and
markets; the effect of the announcement of the proposed transaction on the
ability of Salesforce or Slack to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom Salesforce or Slack
do business, or on Salesforce's or Slack's operating results and business
generally; risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the proposed transaction; the outcome of any legal proceedings related to the
proposed transaction; the ability of the parties to consummate the proposed
transaction on a timely basis or at all; the satisfaction of the conditions
precedent to consummation of the proposed transaction, including the ability to
secure regulatory approvals on the terms expected, at all or in a timely manner;
the ability of Salesforce to successfully integrate Slack's operations; the
ability of Salesforce to implement its plans, forecasts and other expectations
with respect to Salesforce's business after the completion of the transaction
and realize expected synergies; and business disruption following the proposed
transaction. Risks related to the proposed transaction are included in the
registration statement on Form S-4 (as amended, the "Registration
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Statement") that was filed by Salesforce with the SEC and declared effective by
the SEC on January 29, 2021, the prospectus that was filed by Salesforce with
the SEC on January 29, 2021 (the "Prospectus") and the definitive proxy
statement that was filed by Slack with the SEC on January 29, 2021 ("the Proxy
Statement") in connection with the proposed transaction. While the list of
factors presented here is, and the list of factors presented in the Registration
Statement, Prospectus and Proxy Statement are, considered representative, no
such list should be considered to be a complete statement of all potential risks
and uncertainties. For additional information about other factors that could
cause actual results to differ materially from those described in the
forward-looking statements, please refer to Salesforce's and Slack's respective
periodic reports and other filings with the SEC, including the risk factors
identified in the preliminary prospectus supplement relating to the offering and
Salesforce's and Slack's most recent Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K. The forward-looking statements included in this
communication are made only as of the date hereof. Neither Salesforce nor Slack
undertakes any obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
Additional Information about the Proposed Transaction and Where to Find It
Salesforce filed with the SEC the Registration Statement and the Prospectus, and
Slack filed with the SEC the Proxy Statement. The Registration was declared
effective on January 29, 2021 and the Prospectus and the Proxy Statement were
first mailed to shareholders of Slack on or about January 29, 2021. Each of
Salesforce and Slack may also file other relevant documents with the SEC
regarding the proposed transaction. The information in the Prospectus and Proxy
Statement may be changed. This document is not a substitute for the Registration
Statement, the Prospectus and the Proxy Statement or any other document that
Salesforce or Slack may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders are able to obtain free copies of
the Registration Statement, the Prospectus and the Proxy Statement and all other
documents containing important information about Salesforce, Slack and the
proposed transaction, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Salesforce may be obtained free of charge on Salesforce's
website at www.salesforce.com/investor or by contacting Salesforce's Investor
Relations department at investor@salesforce.com. Copies of the documents filed
with the SEC by Slack may be obtained free of charge on Slack's website at
investor.slackhq.com or by contacting Slack's Investor Relations department at
ir@slack.com.
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