By Abigail W. Adams
Portland, Me., June 11 – Coupa Software Inc. priced an upsized $1.2 billion of six-year convertible notes after the market close on Wednesday at par at the midpoint of talk with a coupon of 0.375% and an initial conversion premium 32.5%, according to a company news release.
Price talk was for a coupon of 0.125% to 0.625% and an initial conversion premium of 30% to 35%, according to a market source.
Goldman Sachs & Co. LLC, BofA Securities Inc., Barclays, J.P. Morgan Securities LLC, Allen & Co. LLC, BMO Capital Markets Corp., Cantor Fitzgerald & Co. and Scotia Capital (USA) Inc. were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $180 million.
The initial size of the offering was $1.1 billion with a greenshoe of $165 million.
The notes are contingently convertible until March 15, 2026.
They are non-callable until June 20, 2023 and then subject to a 130% hurdle.
The convertibles are putable upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with the pricing of the notes, the company entered into capped call transactions with a cap price of $503.42, which represents a premium of 125% over the last reported sales price of stock.
Net proceeds are expected to be $1.18 billion or will be $1.35 billion if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, to repurchase for cash a portion of the company’s 0.375% convertible notes due 2023 and for general corporate purposes, which may include potential acquisitions or strategic transactions.
Coupa is a San Mateo, Calif.-based cloud platform for business spend management.
| Issuer: | Coupa Software Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $1.2 billion
|
| Greenshoe: | $180 million
|
| Maturity: | June 15, 2026
|
| Bookrunners: | Goldman Sachs & Co. LLC, BofA Securities Inc., Barclays, J.P. Morgan Securities LLC, Allen & Co. LLC, BMO Capital Markets Corp., Cantor Fitzgerald & Co. and Scotia Capital (USA) Inc.
|
| Co-managers: | BTIG, LLC, RBC Capital Markets, LLC and SVB Leerink LLC
|
| Coupon: | 0.375%
|
| Price: | Par
|
| Yield: | 0.375%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $296.45
|
| Conversion rate: | 3.3732
|
| Call options: | Non-callable until June 20, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | June 10
|
| Settlement date: | June 15
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.125% to 0.625% and initial conversion premium of 30% to 35%
|
| Stock symbol: | Nasdaq: COUP
|
| Stock price: | $223.74 at market close June 10
|
| Market capitalization: | $15.01 billion
|
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