Autodesk, Inc. (NASDAQ:ADSK) Files An 8-K Entry into a Material Definitive Agreement

Autodesk, Inc. (NASDAQ:ADSK) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement.

Underwriting Agreement

On June5, 2017, Autodesk, Inc. (Autodesk or the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Citigroup Global Markets Inc., Morgan Stanley Co. LLC and U.S.
Bancorp Investments, Inc., as managers of the several
underwriters listed on Schedule II thereto (the Underwriters),
relating to the issuance and sale by the Company of $500 million
aggregate principal amount of 3.500% Notes due 2027 (the Notes).
The Notes were issued and sold in a public offering to the
Companys Registration Statement on Form S-3 (File No.333-218070),
including the prospectus contained therein, filed by the Company
with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended, a preliminary
prospectus supplement dated June5, 2017 and a related final
prospectus supplement dated June5, 2017. The transaction closed
on June8, 2017.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. Under the terms of the
Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain liabilities.

The description of the Underwriting Agreement contained herein is
qualified in its entirety by reference from the Underwriting
Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K
and incorporated herein by reference.

Supplemental Indenture

The Notes are governed to an indenture (the Base Indenture) and a
third 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
3.500% and is payable in each case semi-annually in arrears on
June15 and December15 of each year, commencing December15, 2017.

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.
Autodesks 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 Companys Current Report on Form 8-K filed
on December13, 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.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a

The information set forth under Item1.01, Entry into a Material
Definitive Agreement, is incorporated herein by reference.

Item8.01. Other Events.

Wilson Sonsini Goodrich Rosati, Professional Corporation, counsel
to Autodesk, has issued an opinion to Autodesk dated June8, 2017
regarding the legality of the Notes. A copy of the opinion is
filed as Exhibit 5.1 hereto.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.


1.1 Underwriting Agreement, dated June 5, 2017, by and among
Autodesk, Inc. and Citigroup Global Markets Inc., Morgan
Stanley Co. LLC and U.S. Bancorp Investments, Inc.
4.1 Third Supplemental Indenture, dated June 8, 2017, by and
between Autodesk, Inc. and U.S. Bank National Association.
4.2 Form of Note for Autodesk, Inc.s 3.500% Notes due 2027
(incorporated by reference from Exhibit 4.1 hereto).
5.1 Opinion of Wilson Sonsini Goodrich Rosati, Professional
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (contained in Exhibit 5.1 above).

About Autodesk, Inc. (NASDAQ:ADSK)

Autodesk, Inc. (Autodesk) is a design software and services company, offering customers productive business solutions through technology products and services. The Company serves customers in the architecture, engineering and construction; manufacturing, and digital media, consumer and entertainment industries. It operates in four segments: Architecture, Engineering and Construction (AEC), Platform Solutions and Emerging Business (PSEB), Manufacturing (MFG), and Media and Entertainment (M&E). The PSEB, AEC and MFG segments offer a range of services, including consulting, support and training. The M&E segment offers software products to professionals, post-production facilities and broadcasters for a range of applications. Its software products enable its customers to experience their ideas before they are real by allowing them to imagine, design and create their ideas and to visualize, simulate and analyze real-world performance in the design process by creating digital prototypes.

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