Item 1.01 Entry into a Material Definitive Agreement.
On April 5, 2018, salesforce.com, inc. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (the Representatives), on behalf of the several Underwriters listed in Schedule A thereto (the Underwriters)
pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 in aggregate principal amount of the Companys Senior Notes due 2023 (the 2023 Notes) and $1,500,000,000 in aggregate principal amount of the
Companys Senior Notes due 2028 (the 2028 Notes, and together with the 2023 Notes, the Notes) in a registered public offering (the Offering). On April 11, 2018, the Company executed the Indenture (the
Base Indenture) between the Company and U.S. Bank National Association, as trustee (the Trustee) and executed the First Supplemental Indenture thereto (the Supplemental Indenture), between the Company and the
Trustee, in connection with the sale of the Notes.
The sale of the Notes was made pursuant to the Companys Registration Statement
on Form
S-3
(Registration
No. 333-222133),
including a preliminary prospectus supplement dated April 2, 2018 to the prospectus contained therein dated
December 18, 2017, 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 April 5, 2018, filed by the Company with the Commission, pursuant to Rule 433 under the Securities Act.
The 2023 Notes mature
on April 11, 2023 and the 2028 Notes mature on April 11, 2028, unless earlier repurchased or redeemed, if applicable. The Notes are the Companys unsecured, unsubordinated debt obligations and rank equally in right of payment with all
of the Companys other unsecured and unsubordinated debt obligations from time to time outstanding.
The 2023 Notes will bear
interest at the rate of 3.250% per year and the 2028 Notes will bear interest at the rate of 3.700% per year. Interest on the Notes will be payable semiannually in arrears on April 11 and October 11 of each year and on the maturity date,
beginning on October 11, 2018. The Company will make each interest payment to the holders of record at the close of business on March 26 or September 26, as the case may be, immediately preceding the relevant interest payment date.
The Company may redeem some or all of the Notes of each series at the applicable redemption price, as described in the Supplemental
Indenture.
On March 20, 2018, 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, Malbec Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (Purchaser), and MuleSoft, Inc., a Delaware corporation
(MuleSoft). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, Purchaser commenced an exchange offer on April 2, 2018 (the Exchange Offer) to purchase all of the issued and
outstanding shares of Class A common stock, $0.000025 par value per share, of MuleSoft and Class B common stock, $0.000025 par value per share, of MuleSoft at a price per share of $36.00 in cash and 0.0711 of a share of common stock,
$0.001 par value per share, of the Company, plus cash in lieu of any fractional shares, in each case, without interest and less any applicable withholding taxes. Promptly following the completion of the Exchange Offer, subject to the satisfaction of
the conditions set forth in the Merger Agreement, Purchaser will be merged with and into MuleSoft, with MuleSoft surviving as a wholly owned subsidiary of the Company. The acquisition of MuleSoft by the Company is referred to in this Form
8-K
as the Acquisition. The Company intends to use the net proceeds of the Offering to partially fund the cash consideration payable by the Company for the Acquisition and to pay related fees, costs and
expenses. In the event that the Acquisition is not consummated, the Company expects to use the proceeds of the 2028 Notes for general corporate purposes and the repayment of debt.
If the consummation of the Acquisition does not occur on or before April 20, 2019 or the Company notifies the Trustee that it will not
pursue the consummation of the Acquisition, the Company will be required to redeem the 2023 Notes then outstanding at a redemption price equal to 101% of the principal amount of the 2023 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), in accordance with the terms of the Supplemental Indenture. The 2028 Notes are not subject to the Special Mandatory Redemption.
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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 Underwriting Agreement, the Notes, the Base Indenture and the Supplemental Indenture are qualified in their entirety by reference to the full text of the Underwriting Agreement, which is included as Exhibit 1.1 to this Form 8-K, the Base
Indenture, which is included as Exhibit 4.1 to this Form 8-K, the Supplemental Indenture, which is included as Exhibit 4.2 to this Form 8-K, and the forms of Notes, which are included as Exhibits 4.3 and 4.4 to this Form 8-K, and each
of which is incorporated into this Form
8-K.
Wachtell, Lipton, Rosen & Katz provided the Company with the legal opinion attached to this Form
8-K
as Exhibit
5.1.