ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Underwriting Agreement contains customary representations, warranties and covenants. These representations, warranties and covenants are not representations of factual information to investors about Intuit or its subsidiaries, and the sale of any Notes pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of Intuit. The foregoing description of the terms of the Underwriting Agreement is not complete and is subject to, and qualified in its entirety by reference to, the complete terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 and is incorporated by reference herein.
On
Intuit estimates that the net proceeds from the offering will be approximately
The Notes are senior unsecured obligations of Intuit and rank equally with all
existing and future unsecured and unsubordinated indebtedness of Intuit.
Interest on the Notes is payable on
In addition, if a Change of Control Triggering Event (as defined in the Forms of Note) occurs with respect to the Notes, Intuit will be required, subject to certain exceptions, to make an offer to purchase all or any part of the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, on such Notes to, but excluding, the repurchase date. The Indenture also contains certain other covenants (including certain limited covenants restricting Intuit's ability to incur certain liens and enter into certain sale and leaseback transactions), events of default and other customary provisions.
The foregoing description of the terms of the Notes is not complete and is
subject to, and qualified in its entirety by reference to, the complete terms
and conditions of the Base Indenture and the Officer's Certificate (including
the Forms of Note included therein), which are filed as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5 and 4.6 hereto, respectively, and are incorporated by reference herein.
In connection with the issuance of the
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit Number Exhibit Description 1.1 Underwriting Agreement, dated as ofJune 25, 2020 , among Intuit andBofA Securities, Inc. andJ.P. Morgan Securities LLC . 4.1 Indenture, dated as ofJune 29, 2020 , betweenIntuit andU.S. Bank National Association , as trustee. 4.2 Officer's Certificate pursuant to the Indenture, dated as ofJune 29, 2020 .
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4.3 Form of 0.650% Senior Note due 2023 (included in Exhibit 4.2). 4.4 Form of 0.950% Senior Note due 2025 (included in Exhibit 4.2). 4.5 Form of 1.350% Senior Note due 2027 (included in Exhibit 4.2). 4.6 Form of 1.650% Senior Note due 2030 (included in Exhibit 4.2). 5.1 Opinion ofFenwick & West LLP relating to the Notes. 23.1 Consent ofFenwick & West LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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