Item 1.01 Entry into a Material Definitive Agreement
Issuance of 3.000% Senior Notes due 2029
On
The Notes were issued pursuant to an indenture dated
The Securities were offered pursuant to the Company's Registration Statement on
Form S-3 (No. 333-252007) (the "Registration Statement"), which became effective
upon filing with the
The Notes will bear interest at the rate of 3.000% per annum and will mature on
The Company may at its election redeem all or a part of the Notes on or after
Upon a change of control triggering event, as defined in the Indenture, the Company will be required, subject to certain exceptions, to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes on the date of repurchase, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Securities are the Company's and the Guarantor's unsecured general obligations and will rank senior in right of payment to any subordinated indebtedness that the Company or the Guarantor may incur in the future and equally in right of payment with all of the existing and future unsecured and unsubordinated indebtedness of the Company and the Guarantor.
The Indenture contains restrictive covenants relating to limitations on the Company's and its subsidiaries' ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of the Company's assets to, another person, subject, in each case, to certain exceptions.
The Indenture contains customary terms that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 30% in aggregate principal amount of the Notes then outstanding may declare the principal of such Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to the Company or its significant subsidiaries, the principal amount of such Notes together with any accrued and unpaid interest through the occurrence of such event shall automatically become and be immediately due and payable.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include, among other things, acquisitions, capital expenditures and working capital.
The above descriptions of the Indenture and the Securities are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture (including the forms of the Notes included therein). A copy of the Base Indenture, the Supplemental Indenture and the form of the Notes are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K.
A copy of the opinion of
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1* Underwriting Agreement, datedJanuary 12, 2021 , amongCrowdStrike Holdings, Inc. ,CrowdStrike, Inc. andJ.P. Morgan Securities LLC , as representative of the several underwriters named in Schedule 1 thereto 4.1* Indenture, dated as ofJanuary 20, 2021 , betweenCrowdStrike Holdings, Inc. andU.S. Bank National Association , as trustee 4.2* First Supplemental Indenture, dated as ofJanuary 20, 2021 , betweenCrowdStrike Holdings, Inc. andU.S. Bank National Association , as trustee 4.3* Form of 3.000% Senior Notes due 2029 (included in Exhibit 4.2) 5.1* Opinion ofDavis Polk & Wardwell LLP 23.1* Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
* Filed herewith
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