Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
May 08 2024 - 5:07PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-279132
Dated May 8, 2024
ATLASSIAN CORPORATION
PRICING TERM SHEET
May 8, 2024
$500,000,000 5.250% Notes Due 2029 (the “2029
Notes”)
$500,000,000 5.500% Notes Due 2034 (the “2034
Notes”)
Issuer: |
Atlassian
Corporation (the “Company”) |
Expected
Ratings*: |
Baa3
(stable) / BBB (stable) (Moody’s/S&P) |
|
|
Trade
Date: |
May
8, 2024 |
|
|
Settlement
Date (T+5**): |
May
15, 2024 |
|
|
Aggregate
Principal Amounts: |
2029
Notes: $500,000,000 |
|
2034
Notes: $500,000,000 |
|
|
Net
Proceeds to Issuer (before offering expenses): |
2029
Notes: $494,855,000 |
|
2034
Notes: $493,340,000 |
|
|
Coupon
Rate: |
2029
Notes: 5.250% per year |
|
2034
Notes: 5.500% per year |
|
|
Interest
Payment Dates: |
Semi-annually
on each May 15 and November 15, commencing on November 15, 2024 |
|
|
Maturity
Date: |
2029
Notes: May 15, 2029 |
|
2034
Notes: May 15, 2034 |
|
|
Price
to Public: |
2029
Notes: 99.571% |
|
2034
Notes: 99.318% |
|
|
Yield
to Maturity: |
2029
Notes: 5.349% |
|
2034
Notes: 5.590% |
|
|
Benchmark
Treasury: |
2029
Notes: 4.625% due April 30, 2029 |
|
2034
Notes: 4.000% due February 15, 2034 |
|
|
Benchmark
Treasury Price / Yield: |
2029
Notes: 100-17 ¾ / 4.499% |
|
2034
Notes: 96-05 / 4.490% |
Spread
to Benchmark Treasury: |
2029
Notes: 85 bps |
|
2034
Notes: 110 bps |
|
|
Optional
Redemption: |
Make-Whole
Call: |
|
● 2029
Notes: Prior to April 15, 2029 at T+15 bps |
|
● 2034
Notes: Prior to February 15, 2034 at T+20 bps |
|
|
|
Par
Call: |
|
● 2029
Notes: On or after April 15, 2029 at 100% |
|
● 2034
Notes: On or after February 15, 2034 at 100% |
|
|
Redemption
on Change of Control Triggering Event: |
If
a change of control occurs with a subsequent ratings decline, the Company will offer to repurchase the notes at a purchase price
of 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to, but excluding, the date of repurchase. |
|
|
CUSIP
/ ISIN: |
2029
Notes: 049468AA9 / US049468AA91 |
|
2034
Notes: 049468AB7 / US049468AB74 |
|
|
Offering
Format: |
SEC
Registered |
|
|
Denominations: |
$2,000
x $1,000 |
|
|
Joint
Book-Running Managers: |
BofA
Securities, Inc. |
|
Goldman
Sachs & Co. LLC |
|
Morgan
Stanley & Co. LLC |
|
J.P.
Morgan Securities LLC |
|
MUFG
Securities Americas Inc. |
|
Truist
Securities, Inc. |
|
U.S.
Bancorp Investments, Inc. |
|
|
Co-Managers: |
Barclays
Capital Inc. |
|
Citigroup
Global Markets Inc. |
|
PNC
Capital Markets LLC |
|
Academy
Securities, Inc. |
|
Siebert
Williams Shank & Co., LLC |
|
|
*Note:
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at
any time.
**Note:
Under Rule 15c6-1 under the Securities Exchange Act, trades in the secondary market are required to settle in two business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two
business days before delivery will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate
settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes
during such period should consult their advisors.
The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, BofA Securities, Inc., Goldman Sachs
& Co. LLC or Morgan Stanley & Co. LLC can arrange to send you the prospectus if you request it by calling BofA Securities, Inc.
at 1-800-294-1322, Goldman Sachs & Co. LLC at 1-866-471-2526 or Morgan Stanley & Co. LLC at 1-866-718-1649.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE
TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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