Salesforce (NYSE: CRM), the global leader in CRM, today
announced the pricing of an underwritten public offering of $8
billion of senior notes, comprised of $1.0 billion of its senior
notes due 2024 (the "2024 notes"), $1.0 billion of its senior notes
due 2028 (the "sustainability notes"), $1.5 billion of its senior
notes due 2031 (the “2031 notes”), $1.25 billion of its senior
notes due 2041 (the "2041 notes"), $2.0 billion of its senior notes
due 2051 (the "2051 notes") and $1.25 billion of its senior notes
due 2061 (the "2061 notes", and together with the 2024 notes,
sustainability notes, 2031 notes, 2041 notes and 2051 notes, the
“notes”). The offering is expected to close July 12, 2021, subject
to customary closing conditions.
The 2024 notes will bear interest at a rate of 0.625 percent and
will mature on July 15, 2024, the sustainability notes will bear
interest at a rate of 1.500 percent and will mature on July 15,
2028, the 2031 notes will bear interest at a rate of 1.950 percent
and will mature on July 15, 2031, the 2041 notes will bear interest
at a rate of 2.700 percent and will mature on July 15, 2041, the
2051 notes will bear interest at a rate of 2.900 percent and will
mature on July 15, 2051 and the 2061 notes will bear interest at a
rate of 3.050 percent and will mature on July 15, 2061. Interest on
the notes will be payable semi-annually in arrears on January 15
and July 15 in each year, beginning on January 15, 2022.
Salesforce expects (i) to use the net proceeds from the offering
of the notes (other than the sustainability notes) to partially
fund the cash portion of the aggregate consideration payable by it
in connection with the previously announced acquisition of Slack
Technologies, Inc. ("Slack") and to pay related fees, costs and
expenses and (ii) to allocate an amount equal to the net proceeds
from the sale of the sustainability notes to finance or refinance,
in whole or in part, green or social eligible projects.
Citigroup, BofA Securities and J.P. Morgan are acting as joint
book-running managers of the offering.
The offering is being made under an automatic shelf registration
statement on Form S-3 filed with the Securities and Exchange
Commission (the "SEC") on December 4, 2020. Before you invest, you
should read the registration statement (including the preliminary
prospectus supplement and accompanying prospectus) for more
complete information about Salesforce and the offering. You may get
the preliminary prospectus supplement and accompanying prospectus
for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement and
accompanying prospectus and, when available, the final prospectus
supplement relating to the offering may be obtained by contacting
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717, toll-free at
1-800-831-9146 or email: prospectus@citi.com; BofA Securities Inc.
NC1-004-03-43 200 North College Street, 3rd Floor Charlotte, NC
25255, Attn: Prospectus Department, toll-free at 1-800-294-1322 or
dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC 383
Madison Avenue, New York, New York 10179, Attention: Investment
Grade Syndicate Desk or collect at 1-212-834-4533.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to purchase, any securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
About Salesforce
Salesforce, the global CRM leader, empowers companies of every
size and industry to digitally transform and create a 360° view of
their customers. For more information about Salesforce (NYSE: CRM),
visit: www.salesforce.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements may relate to future events and anticipated results of
operations, business strategies, the anticipated benefits of the
offering of the notes described herein, the proposed business
combination transaction between Salesforce.com, Inc. (“Salesforce”)
and Slack (“proposed transaction”), the anticipated impact of the
proposed transaction on the combined company’s business and future
financial and operating results, the expected amount and timing of
synergies from the proposed transaction, the anticipated closing
date for the offering of the notes described herein and other
aspects of our operations or operating results. These
forward-looking statements generally can be identified by phrases
such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. It is
uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do, what impact they will have on the results of operations
and financial condition of the combined companies or the price of
Salesforce or Slack stock. These forward-looking statements involve
certain risks and uncertainties, many of which are beyond the
parties’ control, that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises,
such as pandemics (including coronavirus (COVID-19)) and epidemics
and any related company or government policies and actions to
protect the health and safety of individuals or government policies
or actions to maintain the functioning of national or global
economies and markets; the effect of the announcement of the
proposed transaction on the ability of Salesforce or Slack to
retain and hire key personnel and maintain relationships with
customers, suppliers and others with whom Salesforce or Slack do
business, or on Salesforce’s or Slack’s operating results and
business generally; risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the proposed transaction; the
outcome of any legal proceedings related to the proposed
transaction; the ability of the parties to consummate the proposed
transaction on a timely basis or at all; the satisfaction of the
conditions precedent to consummation of the proposed transaction,
including the ability to secure regulatory approvals on the terms
expected, at all or in a timely manner; the ability of Salesforce
to successfully integrate Slack’s operations; the ability of
Salesforce to implement its plans, forecasts and other expectations
with respect to Salesforce’s business after the completion of the
transaction and realize expected synergies; and business disruption
following the proposed transaction. Risks related to the proposed
transaction are included in the registration statement on Form S-4
(as amended, the “Registration Statement”) that was filed by
Salesforce with the Securities and Exchange Commission (“SEC”) and
declared effective by the SEC on January 29, 2021, the prospectus
that was filed by Salesforce with the SEC on January 29, 2021 (the
“Prospectus”) and the definitive proxy statement that was filed by
Slack with the SEC on January 29, 2021 (“the Proxy Statement”) in
connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the
Registration Statement, Prospectus and Proxy Statement are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties. For
additional information about other factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to Salesforce’s and
Slack’s respective periodic reports and other filings with the SEC,
including the risk factors identified in the preliminary prospectus
supplement relating to the offering and Salesforce’s and Slack’s
most recent Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K. The forward-looking statements included in this
communication are made only as of the date hereof. Neither
Salesforce nor Slack undertakes any obligation to update any
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
Additional Information about the Proposed Transaction and
Where to Find It
Salesforce filed with the SEC the Registration Statement and the
Prospectus, and Slack filed with the SEC the Proxy Statement. The
Registration was declared effective on January 29, 2021 and the
Prospectus and the Proxy Statement were first mailed to
shareholders of Slack on or about January 29, 2021. Each of
Salesforce and Slack may also file other relevant documents with
the SEC regarding the proposed transaction. The information in the
Prospectus and Proxy Statement may be changed. This document is not
a substitute for the Registration Statement, the Prospectus and the
Proxy Statement or any other document that Salesforce or Slack may
file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders are able to obtain free copies of the Registration
Statement, the Prospectus and the Proxy Statement and all other
documents containing important information about Salesforce, Slack
and the proposed transaction, once such documents are filed with
the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Salesforce may be obtained free of charge on Salesforce’s website
at www.salesforce.com/investor or by contacting Salesforce’s
Investor Relations department at investor@salesforce.com. Copies of
the documents filed with the SEC by Slack may be obtained free of
charge on Slack’s website at investor.slackhq.com or by contacting
Slack’s Investor Relations department at ir@slack.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210629006089/en/
Evan Goldstein Salesforce Investor Relations 415-819-2987
evan.goldstein@salesforce.com
Corina Standiford Salesforce Public Relations
cstandiford@salesforce.com
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