Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2021, Autodesk, Inc. ("Autodesk" or the "Company") issued
$1 billion aggregate principal amount of 2.400% Notes due 2031 (the "Notes").
The Notes are governed pursuant to an indenture (the "Base Indenture") and a
fifth supplemental indenture (the "Supplemental Indenture" and referred to
together with the Base Indenture as the "Indenture") the Company entered into
with U.S. Bank National Association, as trustee. Interest on the Notes accrues
annually at a rate of 2.400% and is payable in each case semi-annually in
arrears on June 15 and December 15 of each year, commencing June 15, 2022.
Autodesk may be required to offer to repurchase the Notes upon a change in
control and contemporaneous downgrades of the Notes below investment grade
ratings, and it may also elect to redeem the Notes in whole or in part at any
time, on the prices and on the terms further specified in the Indenture.
The Indenture contains limited affirmative and negative covenants of Autodesk.
The negative covenants restrict the ability of Autodesk and certain of its
subsidiaries to incur liens on principal property (as defined in the Indenture);
to engage in sale and lease-back transactions with respect to any principal
property; and the ability of Autodesk to consolidate, merge or sell all or
substantially all of its assets.
Events of default under the Indenture include a failure to make payments,
non-performance of affirmative and negative covenants, and the occurrence of
bankruptcy and insolvency-related events. Autodesk's obligations may be
accelerated upon an event of default, in which case the entire principal amount
of the Notes would become immediately due and payable.
The foregoing description of certain terms of the Indenture does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Base Indenture, which was filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on December 13, 2012, and the Supplemental Indenture
and related form of the Notes which are filed with this report as Exhibits 4.1
and 4.2, respectively.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01, "Entry into a Material Definitive
Agreement," is incorporated herein by reference.
Item 8.01. Other Events.
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Autodesk, has issued an
opinion to Autodesk dated October 5, 2021 regarding the legality of the Notes. A
copy of the opinion is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
4.1 Fifth Supplemental Indenture, dated October 7, 2021, by and between
Autodesk, Inc. and U.S. Bank National Association.
4.2 Form of Note for Autodesk, Inc.'s 2.400% Notes due 2031
(incorporated by reference from Exhibit 4.1 hereto).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in
Exhibit 5.1 above).
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