Elastic Announces Proposed Private Offering of $500 Million of Senior Unsecured Notes

Rhea-AI Summary

Elastic N.V. (NYSE: ESTC) plans to offer $500 million in senior notes due 2029 in a private offering exempt from the U.S. Securities Act registration. The net proceeds will be used for general corporate purposes, including capital expenditures and potential acquisitions. The offering targets qualified institutional buyers and non-U.S. persons. The notes will not be registered, and the offering is subject to market conditions and risks, with no guarantee of completion. Forward-looking statements indicate uncertainties that could affect outcomes.

Positive

• Elastic intends to raise $500 million for corporate purposes, which may enhance growth opportunities.
• Funds could be utilized for capital expenditures and strategic acquisitions.

Negative

• The offering may cause shareholder dilution if not managed carefully.
• Market conditions pose risks that could affect the completion of the offering.

Elastic N.V. (“Elastic”) (NYSE: ESTC) announced today that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of its senior notes due 2029 (the “notes”) in a private offering (the "offering") that is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). Elastic intends to use the net proceeds of the offering for general corporate purposes, which may include capital expenditures, investments and working capital. In addition, from time to time in the past Elastic has considered, and continues to consider, acquisitions and strategic transactions, and also may use the net proceeds of the offering for such purposes.

The notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements that are based on Elastic management’s current expectations. Such statements include plans, projections and estimates regarding the offering and the receipt and use of the net proceeds from the offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including investor demand, market conditions, customary closing conditions and other factors. In particular, there can be no assurance that Elastic will complete the offering. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Elastic and its results is included in Elastic’s filings with the SEC, including its Annual Report on Form 10-K for the year ended April 30, 2021. Elastic does not assume any obligation to update the forward-looking information contained in this press release.

About Elastic

Elastic is a search company built on a free and open heritage. Anyone can use Elastic products and solutions to get started quickly and frictionlessly. Elastic offers three solutions for enterprise search, observability, and security, built on one technology stack that can be deployed anywhere. From finding documents to monitoring infrastructure to hunting for threats, Elastic makes data usable in real time and at scale. Founded in 2012, Elastic is a distributed company with Elasticians around the globe.

Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.

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FAQ

What is Elastic's recent offering amount for senior notes?

Elastic is offering $500 million in senior notes due 2029.

Who can participate in Elastic's senior notes offering?

The notes are offered to qualified institutional buyers and non-U.S. persons.

What will Elastic use the proceeds from the offering for?

The proceeds may be used for general corporate purposes, capital expenditures, and strategic acquisitions.

Are the new senior notes registered under the Securities Act?

No, the senior notes are exempt from registration under the Securities Act.

What risks are associated with Elastic's senior notes offering?

Risks include market conditions and uncertainties that may affect the offering's completion.