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: email@example.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 firstname.lastname@example.org; 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.
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.
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 email@example.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 firstname.lastname@example.org.