Coupa Software Incorporated (NASDAQ:COUP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
| 4) | failure by the Company to give a fundamental change notice or a notice of a specified corporate transaction at the time and in the manner provided in the Indenture; |
| 5) | failure by the Company to comply with its obligations under the Indenture with respect to consolidation, merger and sale of assets of the Company; |
| 6) | failure by the Company to comply with any of its agreements under the Notes or the Indenture (other than a covenant or agreement in respect of which a default or breach is specifically addressed in Clauses (1)through (5) above) and such breach continues for a period of 60 days after written notice of such failure is delivered to the Company by the trustee or by holders of 25% or more in aggregate principal amount of the Notes then outstanding; |
| 7) | an event of default by the Company or any of its significant subsidiaries, as defined in Rule 1-02(w) of Regulation S-X under any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $25,000,000 (or its foreign currency equivalent) of the Company and/or any such significant subsidiary, and such default |
| a. | results in such indebtedness becoming due and payable, or |
| b. | constitutes a failure to pay when due and payable (after the expiration of all applicable grace periods), at its stated maturity, upon required repurchase, acceleration or otherwise, the principal of any such indebtedness, if such default or acceleration is not cured, waived or rescinded, as applicable; or |
| 8) | certain events of bankruptcy, insolvency or reorganization of the Company or any of its significant subsidiaries occurs. |
On January11, 2018, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with each of Morgan Stanley& Co. LLC, Goldman Sachs& Co. LLC, Royal Bank of Canada and/or their respective affiliates (the “Capped Call Counterparties”). On January 16, 2018, in connection with the Initial Purchasers’ exercise of their option to purchase additional Notes, the Company entered into privately negotiated additional capped call transactions (the “Additional Capped Call Transactions,” and together with the Base Capped Call Transactions, the “Capped Call Transactions”) with the Capped Call Counterparties. The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock that initially underlie the Notes, including the Notes purchased to the option to purchase additional Notes. The cap price of the Capped Call Transactions is initially $63.821 per share of Common Stock, representing a premium of 90% above the last reported sale price of $33.59 per share of Common Stock on January11, 2018, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce or offset potential dilution to holders of Common Stock upon conversion of the Notes and/or offset the potential cash payments that the Company 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.
In connection with establishing their initial hedge of the Capped Call Transactions, the Capped Call Counterparties have advised the Company that they and/or their respective affiliates expect to enter into various derivative transactions with respect to Common Stock and/or purchase 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 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 Common Stock and/or purchasing or selling 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 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 the Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of such Notes.
The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties, are not part of the terms of the Notes, and will not affect any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
Forms of the Base Capped Call Transaction confirmation (the “Base Capped Call Confirmations”) and the Additional Capped Call Transaction confirmation (the “Additional Capped Call Confirmations”) are attached hereto as Exhibits 99.1 and 99.2 and is incorporated herein by reference. The description of the Base Capped Call Confirmations and the Additional Capped Call Confirmations contained in this Form 8-K is qualified in its entirety by reference to Exhibits 99.1 and 99.2.
On January17, 2018, the Company issued a press release announcing the closing of its offering of the Notes. A copy of the press release is attached as Exhibit 99.3.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Coupa Software Inc ExhibitEX-4.1 2 d528377dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION COUPA SOFTWARE INCORPORATED. AND WILMINGTON TRUST,…To view the full exhibit click here
About Coupa Software Incorporated (NASDAQ:COUP)
Coupa Software Incorporated is a United States-based company, which provides a unified, cloud-based spend management platform that connects organizations with suppliers globally. The Company offers spend management cloud applications, which are pre-integrated. The platform offers consumerized financial applications. Its spend management suite includes procurement, invoicing, expenses, sourcing, inventory, contract lifecycle management, budgeting, analytics, open business network, supplier information management and storefront. The platform offers features, such as procure-to-pay solution; online invoice management, and inventory management and tracking software system. Its solutions for business needs include financial compliance and mobile productivity. The Company’s solutions for enterprise resource planning (ERP) include Oracle and NetSuite. The Company offers solutions for industries, including financial, healthcare, oil and gas, retail, technology, and food and beverage.
