Coupa Prices Upsized Offering of $1.2 Billion Convertible Senior Notes Due 2026
The notes will be senior, unsecured obligations of Coupa, and interest will be payable semi-annually in cash at a rate of 0.375% per annum on
The notes will have an initial conversion rate of 3.3732 shares of common stock per
Coupa estimates that the net proceeds from the offering will be approximately
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
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 has entered into privately negotiated capped call transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and with other financial institutions (the "capped call counterparties"). The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of Coupa common stock that initially underlie the notes, assuming the initial purchasers do not exercise their option to purchase additional notes. The cap price of the capped call transactions is initially
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.
In connection with any repurchase of the 2023 notes (the "repurchase transactions"), Coupa expects holders of the outstanding 2023 notes that are being repurchased and have hedged their equity price risk with respect to such notes (the "hedged holders") to unwind their hedge positions by buying Coupa common stock and/or entering into or unwinding various derivative transactions with respect to Coupa common stock. The amount of Coupa common stock purchased by the hedged holders is likely to have been substantial in relation to the historical average daily trading volume of Coupa common stock. If it was, this activity by the hedged holders has increased the effective conversion price of the 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
This press release contains forward-looking statements including, among other things, statements relating to the expected closing date of the offering and the intended use of the net proceeds from the offering, including any repurchases of the 2023 notes. 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 consummate the offering, the amount of any 2023 notes that may be repurchased, the impact of general economic, industry or political conditions and the COVID-19 pandemic in
Coupa assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
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