Item 1.01 Entry into a Material Definitive Agreement.
On
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
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Fourth Supplemental Indenture, datedJanuary 14, 2020 , by and betweenAutodesk, Inc. andU.S. Bank National Association . 4.2 Form of Note forAutodesk, Inc.'s 2.850% Notes due 2030 (incorporated by reference from Exhibit 4.1 hereto). 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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