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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 20, 2020, Citrix Systems, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. The Underwriting Agreement provides for the issuance and sale by the Company of $750,000,000 aggregate principal amount of its 3.300% Senior Notes due 2030 (the “Notes”).
The Underwriting Agreement contains customary representations, warranties and covenants. These representations, warranties and covenants are not representations of factual information to investors about the Company 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 the Company. 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 February 25, 2020, the Company completed its issuance and sale of the Notes pursuant to the Underwriting Agreement and an Indenture dated as of November 15, 2017 (the “Indenture”), as supplemented and amended by a Second Supplemental Indenture dated as of February 25, 2020 (the “Supplemental Indenture”), each between the Company and Wilmington Trust, National Association, as trustee. The Notes were issued and sold under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-221309) and a related prospectus supplement and prospectus filed with the Securities and Exchange Commission.
The Company estimates that the net proceeds from the offering will be approximately $737.8 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company expects to use the net proceeds from this offering to repay amounts outstanding under its unsecured term loan credit agreement and, to the extent any net proceeds remain, for general corporate purposes.
The Notes are redeemable at the option of the Company, at any time in whole or from time to time in part, at the applicable redemption prices specified in the form of Note included in Exhibit 4.2 hereto (the “Form of Note”).
In addition, if a Change of Control Repurchase Event (as defined in the Form of Note) occurs with respect to the Notes, the Company will be required, subject to certain exceptions, to offer to repurchase all or any part of the Notes at a repurchase price equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest on such Notes to, but excluding, the repurchase date.
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 Supplemental Indenture and the Form of Note, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein. In connection with the issuance of the Notes, Sidley Austin LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.