Coupa Software (NASDAQ:COUP) today announced that it proposes to
offer $200 million aggregate principal amount of convertible senior
notes due 2023 (the “notes”), subject to market conditions and
other factors. The notes are to be offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. Coupa also intends to grant to the initial
purchasers of the notes an option to purchase up to an additional
$30 million aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Coupa, and
interest will be payable semi-annually in cash on January 15 and
July 15 of each year, beginning on July 15, 2018. The notes will
mature on January 15, 2023 unless redeemed, repurchased or
converted prior to such date. Prior to October 15, 2022, the notes
will be convertible at the option of holders during certain
periods, upon satisfaction of certain conditions. Thereafter, the
notes will be convertible at any time until the close of business
on the second scheduled trading day immediately preceding the
maturity date. Upon conversion, the notes may be settled in shares
of Coupa common stock, cash or a combination of cash and shares of
Coupa common stock, at Coupa’s election.
The interest rate, initial conversion rate, offering price, and
other terms are to be determined by negotiations between Coupa and
the initial purchasers.
Coupa expects to use the net proceeds from the offering of the
notes for general corporate purposes, potential acquisitions and
strategic transactions, and to pay the cost of the capped call
transactions described below. Coupa has no agreements or
understandings with respect to any acquisitions or strategic
transactions at this time.
If the initial purchasers exercise their option to purchase
additional notes, Coupa intends to use a portion of the net
proceeds from the sale of the additional notes to enter into
additional capped call transactions with the capped call
counterparties and for general corporate purposes.
Coupa may redeem all or any portion of the notes, at its option,
on or after January 20, 2021, at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest thereon, if the last reported sale
price of Coupa’s common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on,
and including, the trading day immediately preceding the date on
which Coupa provides written notice of redemption.
Holders of notes may require Coupa to repurchase their notes
upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes at a purchase price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the date of repurchase. In
connection with certain corporate events or if Coupa issues a
notice of redemption, it will, under certain circumstances,
increase the conversion rate for holders who elect to convert their
notes in connection with such corporate event or during the
relevant redemption period.
In connection with the pricing of the notes, Coupa expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers of the notes and/or their
respective affiliates and / or other financial institutions (the
“capped call counterparties”). The capped call transactions will
initially cover, subject to customary anti-dilution adjustments,
the number of shares of Coupa common stock that will initially
underlie the notes, assuming the initial purchasers do not exercise
their option to purchase additional notes. The capped call
transactions are expected generally to reduce or offset potential
dilution to holders of Coupa’s common stock upon conversion of the
notes and/or offset the potential cash payments that Coupa could be
required to make in excess of the principal amount of any converted
notes upon conversion thereof, with such reduction and/ or offset
subject to a cap based on the cap price. If the initial purchasers
of the notes exercise their option to purchase additional notes,
Coupa may enter into additional capped call transactions with
capped call counterparties that would initially cover, subject to
customary anti-dilution adjustments, the number of shares of Coupa
common stock that will initially underlie the notes purchased by
the initial purchasers pursuant to their option to purchase
additional notes.
In connection with establishing their initial hedge of the
capped call transactions, the capped call counterparties have
advised Coupa that they and/or their respective affiliates expect
to enter into various derivative transactions with respect to Coupa
common stock and/or purchase Coupa common stock concurrently with,
or shortly after, the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of Coupa common stock or the notes concurrently with, or shortly
after, the pricing of the notes.
In addition, the capped call counterparties and/or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to Coupa common
stock and/or purchasing or selling Coupa common stock in secondary
market transactions following the pricing of the notes and prior to
the maturity of the notes. This activity could decrease (or avoid
an increase) in the market price of Coupa common stock or the
notes, which could affect noteholders’ ability to convert the notes
and, to the extent the activity occurs during any observation
period related to a conversion of notes, it could affect the amount
and value of the consideration that noteholders will receive upon
conversion of such notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
Coupa common stock, if any, into which the notes are convertible)
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is
unlawful.
The notes and any shares of common stock issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration
requirements.
Forward-Looking Statements:
This press release contains forward-looking statements
including, among other things, statements relating to Coupa’s
intention to offer the notes, the timing of the proposed offering,
the proposed terms of the offering and the intended use of the net
proceeds from the offering. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve
risks and uncertainties that could cause actual results to differ
materially, including, but not limited to, whether or not Coupa
will offer the notes or consummate the offering, the final terms of
the offering, prevailing market conditions, the anticipated
principal amount of the notes, which could differ based upon market
conditions, the anticipated use of the net proceeds of the
offering, which could change as a result of market conditions or
for other reasons, whether or not the capped call transactions will
be entered into or become effective, and the impact of general
economic, industry or political conditions in the United States or
internationally.
Coupa assumes no obligation to, and does not currently intend
to, update any such forward-looking statements after the date of
this release.
About Coupa Software Coupa Software
(NASDAQ:COUP) is the cloud platform for business spend management
(BSM). We deliver “Value as a Service” by helping our customers
maximize their spend under management, achieve significant cost
savings and drive profitability. Coupa provides a unified,
cloud-based spend management platform that connects hundreds of
organizations representing the Americas, EMEA, and APAC with
millions of suppliers globally. The Coupa platform provides greater
visibility into and control over how companies spend money.
Customers – small, medium and large – have used the Coupa platform
to bring billions of dollars in cumulative spend under
management.
Investor Relations:The Blueshirt Group for
Coupa Ryan Hutchinson415-489-2186 ir@coupa.com
Media Contact: Global Public Relations Orlando
De Bruce650-485-8629 orlando.debruce@coupa.com
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