8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2019

 

 

Coupa Software Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37901   20-4429448

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1855 S. Grant Street

San Mateo, CA 94402

(Address of principal executive offices, including zip code)

650-931-3200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share   COUP  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

 

 

 


Item 2.01.

Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 12, 2019, Coupa Software Incorporated (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Epic Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Exari Group, Inc., a Delaware corporation (“Exari”), and Beacon Equity Partners, LLC as stockholder representative (the “Stockholder Representative”). Pursuant to the Agreement, on May 6, 2019, the Company completed its acquisition of Exari and Exari became a wholly-owned subsidiary of the Company (the “Transaction”). The Transaction closed on May 6, 2019 (the “Closing”).

The aggregate purchase price for the Transaction was approximately $215 million in cash (which amount remains subject to customary upward or downward adjustments for Exari’s working capital and other matters for up to 90 days following the Closing).

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 2.1 in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2019 and is incorporated herein by reference.

The Agreement governs the contractual rights between the parties in relation to the acquisition. We have included the above summary of certain terms of the Agreement and previously filed the Agreement to provide you with information regarding the terms of the Agreement. This summary and report are not intended to modify or supplement any factual disclosures about the Company or Exari in our respective public reports filed with the SEC or other regulators. In particular, the Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or Exari. The representations and warranties contained in the Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.

 

Item 7.01.

Regulation FD Disclosure.

On May 7, 2019, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

The financial statements required by this Item, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days following the date that this Report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days following the date that this Report is required to be filed.

(d) Exhibits.

 

Exhibit
No.

  

Description

2.1*    Agreement and Plan of Merger by and among the Company, Epic Merger Sub, Inc., Exari Group, Inc., and Beacon Equity Partners, LLC as stockholder representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 16, 2019).
99.1    Press Release dated May 7, 2019.

* Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and/or schedules.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Coupa Software Incorporated
By:   /s/ Todd Ford
  Todd Ford
  Chief Financial Officer (Principal Financial Officer)

Dated: May 7, 2019

EX-99.1

Exhibit 99.1

Coupa Completes Acquisition of Contract Lifecycle Management Leader Exari

SAN MATEO, Calif., May 7, 2019 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), announced today that it has completed the acquisition of Exari, a leading provider of contract lifecycle management (CLM). The acquisition extends the Coupa Contract Management solution with advanced CLM capabilities including functionality for contract creation, collaboration, and discovery; enabling companies to comprehensively manage the entire contract lifecycle, and operationalize their contracts against spend transactions.

“Unifying Exari’s advanced CLM capabilities with the more than $1 trillion of rapidly growing transactional spend in the Coupa BSM Platform will enable us to deliver even more value to our customers across all aspects of business spend management,” said Rob Bernshteyn, chairman and chief executive officer at Coupa. “I am pleased to officially welcome the Exari team to Coupa where together, we will empower companies around the globe to be successful across their enterprise-wide contract management initiatives.”

The acquisition further solidifies Coupa’s vision of enabling businesses to manage all of their business spend comprehensively on the Coupa BSM Platform. Exari’s advanced CLM capabilities will be unified with the Coupa BSM Platform so that businesses can manage the entire contract lifecycle – from contract request, creation, and approval to negotiation, signature capture, and optimization with compliance built in throughout the process – across all aspects of business spend.

“We are excited to join Coupa and make our advanced CLM solution a core part of any organization’s overall business spend management strategy,” said Bill Hewitt, chief executive officer at Exari. “Our visions are aligned and we look forward to joining our new Coupa colleagues and their vibrant company culture focused on measurable results for all customers.”

“Contracts are not just the heart of business-to-business commerce, but also the brains; yet, most contracts are just ‘dumb’ documents. Making contracts intelligent requires much more than a traditional contract management solution. Exari’s advanced capabilities deliver contract intelligence and a unique knowledge model that translates legalese into the language of business in terms of spending commitments, complex cost/service elements, and business risks,” said Pierre Mitchell, managing director at Spend Matters and Azul Partners. “For this reason, Coupa’s acquisition of Exari is a master-stroke acquisition that gives Coupa a powerful intelligent solution to help solve enterprise-wide commercial business challenges rather than just contract document management challenges.”

To learn more about the Coupa BSM Platform, which empowers the world’s most successful organizations with the visibility and control they need to manage all their spend in one place, visit https://www.coupa.com/.


About Coupa

Coupa Software is a leading provider of BSM solutions. We offer a comprehensive, cloud-based BSM platform that has connected hundreds of organizations with more than four million suppliers globally. Our platform provides greater visibility into and control over how companies spend money. Using our platform, businesses are able to achieve real, measurable value and savings that drive their profitability. Learn more at www.coupa.com. Read more on the Coupa Blog or follow @Coupa on Twitter.

About Exari

Exari delivers a comprehensive Enterprise Contract Lifecycle Management platform, used every day by market-leading companies to understand all aspects of their contract ecosystem worldwide. With Exari, customers can reduce contract risk and improve operating efficiency with 100% Contract Certainty. Learn more at www.Exari.com.

Forward-Looking Statements

This release includes forward-looking statements. All statements other than statements of historical facts, including the proposed benefits of the acquisition to us, our customers and our market position, and statements regarding the capabilities of Coupa and Exari following the acquisition, are forward-looking statements. These forward-looking statements are based on Coupa’s current expectations and projections about future events and trends that Coupa believes may affect its financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially, including difficulties encountered in integrating merged businesses, including employee, customer, supplier and product difficulties; costs related to the transaction; general market and business conditions; unanticipated impact of accounting for the transaction; and difficulties with the realization of the benefits of the acquisition. These and other risks and uncertainties that could affect Coupa’s future results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Coupa’s annual report on Form 10-K filed with the SEC on March 27, 2019, which is available at investors.coupa.com and on the SEC’s website at www.sec.gov. Further information on potential risks that could affect actual results will be included in other filings Coupa makes with the SEC from time to time.

The forward-looking statements in this release reflect Coupa’s expectations as of the date hereof. Coupa undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.

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