Item 1.01
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Entry into a Material Definitive Agreement.
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On June 29, 2021, salesforce.com, inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. 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 aggregate principal amount of 0.625% Senior Notes due 2024 (the “2024 Notes”), $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2028 (the “Sustainability Notes”), $1,500,000,000 aggregate principal amount of 1.950% Senior Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of 2.700% Senior Notes due 2041 (the “2041 Notes”), $2,000,000,000 aggregate principal amount of 2.900% Senior Notes due 2051 (the “2051 Notes”) and $1,250,000,000 aggregate principal amount of 3.050% Senior Notes due 2061 (the “2061 Notes” and, together with the 2024 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the “Mandatorily Redeemable Notes”) in a registered public offering (the “Offering”). The Offering is expected to close on July 12, 2021, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-251123), including a preliminary prospectus supplement dated June 29, 2021 to the prospectus contained therein dated December 4, 2020, 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 June 29, 2021, filed by the Company with the SEC, pursuant to Rule 433 under the Securities Act.
On December 1, 2020, 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, Skyline Strategies I Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Skyline Strategies II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Slack Technologies, Inc., a Delaware corporation (“Slack”). The acquisition of Slack by the Company pursuant to the Merger Agreement is referred to in this Form 8-K as the “proposed transaction.” The Company intends (i) to use the net proceeds of the Offering of the Mandatorily Redeemable Notes to partially fund the cash consideration payable by the Company for the proposed transaction and to pay related fees, costs and expenses and (ii) to use the proceeds of the Sustainability Notes to finance or refinance, in whole or in part, one or more new or existing green or social projects that satisfy certain criteria.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.