UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously announced, on December 1, 2020, Slack Technologies, Inc. (“Slack” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with salesforce.com, inc. (“Salesforce”), Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (“Merger Sub I”), and Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of Salesforce (“Merger Sub II”). The Merger Agreement provides for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the “Surviving Corporation”) and a direct, wholly owned subsidiary of Salesforce (the “First Merger”), immediately followed by a second merger of the Surviving Corporation into either Merger Sub II or Salesforce, with either Merger Sub II or Salesforce continuing as the surviving company (the “Second Merger” and together with the First Merger, the “Mergers”).
On February 10, 2021, in connection with the Mergers, Slack Technologies, Inc. (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into a first supplemental indenture, dated as of February 10, 2021 (the “Supplemental Indenture”) to the Indenture, dated April 9, 2020 (the “Indenture”), governing the Company’s 0.50% Convertible Senior Notes due 2025 (the “Notes”) pursuant to Salesforce’s solicitation of consents (the “Consent Solicitation”) with respect to certain amendments (the “Amendments”) to the Indenture. On February 10, 2021, Salesforce received valid (and not validly revoked) consents to the Amendments from eligible holders as of the relevant record date in respect of a majority of the aggregate principal amount of the Notes then outstanding, determined in accordance with the Indenture. The Amendments modify the merger covenant with respect to the Notes to remove the requirement that the successor in any merger of the Company with or into another person be a corporation and to make certain other conforming changes.
The Supplemental Indenture became effective upon execution thereof, but the Amendments will become operative only upon the closing of the First Merger and payment of the applicable consent fee.
The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this report:
| Exhibit |
Description | |
| 4.1 | First Supplemental Indenture, dated February 10, 2021, between Slack Technologies, Inc. and U.S. Bank National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLACK TECHNOLOGIES, INC. | ||||||
| Date: February 11, 2021 | By: | /s/ Allen Shim | ||||
| Allen Shim | ||||||
| Chief Financial Officer | ||||||