salesforce.com gets consent to amend Slack Technologies convertibles

By Taylor Fox

New York, Feb. 11 – salesforce.com, inc. received, on behalf of Slack Technologies, Inc., the required consents to adopt some proposed amendments to the indenture governing Slack’s $862.5 million 0.5% convertible senior notes due 2025, according to a news release.

Following receipt of consents from holders of a majority in principal amount of the outstanding notes, Slack executed a supplemental indenture effecting the amendments.

The solicitation expired at 5 p.m. ET on Feb. 10.

As announced on Jan. 26, the consent solicitation was made in connection with salesforce.com’s agreement to acquire Slack. salesforce.com, Skyline Strategies I Inc., Skyline Strategies II LLC and Slack previously executed an agreement and plan of merger providing for the merger of Skyline Strategies I with Slack, with Slack continuing as the surviving corporation followed by a second merger of Slack into either Skyline Strategies II or salesforce.com, with either Skyline Strategies II or salesforce continuing as the surviving company.

The primary purpose of the consent solicitation was to amend the indenture to modify the merger covenant with respect to the Slack notes to remove the requirement that the successor in any merger of Slack with or into another person be a corporation and to make some other conforming changes.

Upon effectiveness of the amendments, the merger covenant applicable to the Slack notes will not prohibit Slack from merging into Skyline Strategies II, with Skyline Strategies II continuing as the surviving company, in the second merger.

The amendments will become operative upon the closing of the first merger and the payment of the consent fee.

As previously reported, salesforce.com will pay a consent fee of $9 per $1,000 of notes for which a consent has been delivered, up from $1.25 per $1,000 of notes.

The payment date will be the earlier of May 1 and the closing of the first merger.

Holders of record as of 5 p.m. ET on Jan. 25 were eligible to participate in the consent solicitation.

U.S. Bank NA is the trustee.

BofA Securities (980 388-3646, debt_advisory@bofa.com) is the solicitation agent, and Global Bondholder Services Corp. (866 470-4500, 212 430-3774) is the information and tabulation agent.

salesforce.com is a San Francisco-based cloud computing company.

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