PROS Holdings, Inc. (NYSE:PRO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 15, 2017, PROS, Inc., a wholly-owned subsidiary of PROS
Holdings, Inc. (the Company), entered into that certain Ninth
Amendment (the Amendment) to the Credit Agreement, dated as of July
2, 2012 (the Credit Agreement) among PROS, Inc. as Borrower,
several lenders from time to time parties thereto and Wells Fargo,
N.A., as administrative agent.
Holdings, Inc. (the Company), entered into that certain Ninth
Amendment (the Amendment) to the Credit Agreement, dated as of July
2, 2012 (the Credit Agreement) among PROS, Inc. as Borrower,
several lenders from time to time parties thereto and Wells Fargo,
N.A., as administrative agent.
The Amendment provides for amendments to, among other provisions,
the restricted payment covenant to accommodate the issuance of the
Convertible Notes (as described below). The Amendment includes a
full, conformed copy of the Credit Agreement that incorporates the
changes from all amendments thereto as of June 15, 2017.
the restricted payment covenant to accommodate the issuance of the
Convertible Notes (as described below). The Amendment includes a
full, conformed copy of the Credit Agreement that incorporates the
changes from all amendments thereto as of June 15, 2017.
The foregoing description of the Amendment is not complete and is
qualified in its entirety by reference to the full text of the
Amendment that is filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.
qualified in its entirety by reference to the full text of the
Amendment that is filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On June 15, 2017, the Company issued a press release regarding the
pricing of a private offering of $106,250,000 aggregate principal
amount at maturity of convertible senior notes due 2047 (the
Convertible Notes). The Convertible Notes will be sold by the
Company in separate private placements to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act of
1933, as amended (the Securities Act) to separate purchase
agreements with each purchaser.
pricing of a private offering of $106,250,000 aggregate principal
amount at maturity of convertible senior notes due 2047 (the
Convertible Notes). The Convertible Notes will be sold by the
Company in separate private placements to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act of
1933, as amended (the Securities Act) to separate purchase
agreements with each purchaser.
The Convertible Notes will be unsecured, unsubordinated obligations
of the Company, will pay interest semiannually at an annual rate of
2.00% and will mature on June 1, 2047, unless repurchased, redeemed
or converted in accordance with their terms prior to such date.
Each $1,000 principal amount at maturity of Convertible Notes will
have an issue price of $880 for purposes of the indenture governing
the Convertible Notes (the indenture). An amount equal to the
difference between the issue price and the principal amount at
maturity will accrete to the Convertible Notes in accordance with a
schedule to be set forth in the indenture. The issue price plus
such accreted amount per $1,000 principal amount at maturity of the
Convertible Notes is referred to herein as the accreted principal
amount. On June 1, 2022, the accreted principal amount will accrete
to 50% of the final principal amount.
of the Company, will pay interest semiannually at an annual rate of
2.00% and will mature on June 1, 2047, unless repurchased, redeemed
or converted in accordance with their terms prior to such date.
Each $1,000 principal amount at maturity of Convertible Notes will
have an issue price of $880 for purposes of the indenture governing
the Convertible Notes (the indenture). An amount equal to the
difference between the issue price and the principal amount at
maturity will accrete to the Convertible Notes in accordance with a
schedule to be set forth in the indenture. The issue price plus
such accreted amount per $1,000 principal amount at maturity of the
Convertible Notes is referred to herein as the accreted principal
amount. On June 1, 2022, the accreted principal amount will accrete
to 50% of the final principal amount.
The Convertible Notes will have an initial conversion rate of
20.5624 shares of the Companys common stock per $1,000 principal
amount at maturity of Convertible Notes (which is equivalent to an
initial conversion price of approximately $48.63 per share of the
Companys common stock), representing an initial conversion premium
of approximately 75.0% above the closing price of $27.79 per share
of the Companys common stock on June 15, 2017. The conversion rate
will be subject to adjustment in certain circumstances and will be
convertible into cash, shares of the Companys common stock or any
combination of cash and shares of the Companys common stock, at the
Companys election. Prior to March 1, 2047, the Convertible Notes
will only be convertible at the option of the holders upon the
satisfaction of certain conditions that will be described in the
indenture.
20.5624 shares of the Companys common stock per $1,000 principal
amount at maturity of Convertible Notes (which is equivalent to an
initial conversion price of approximately $48.63 per share of the
Companys common stock), representing an initial conversion premium
of approximately 75.0% above the closing price of $27.79 per share
of the Companys common stock on June 15, 2017. The conversion rate
will be subject to adjustment in certain circumstances and will be
convertible into cash, shares of the Companys common stock or any
combination of cash and shares of the Companys common stock, at the
Companys election. Prior to March 1, 2047, the Convertible Notes
will only be convertible at the option of the holders upon the
satisfaction of certain conditions that will be described in the
indenture.
Each holder of the Convertible Notes will have the right to require
the Company to repurchase for cash all or any portion of such
holder’s Convertible Notes on June 1, 2022 at a price per $1,000
principal amount at maturity of Convertible Notes equal to the
accreted principal amount plus accrued and unpaid interest to, but
excluding, the repurchase date.
the Company to repurchase for cash all or any portion of such
holder’s Convertible Notes on June 1, 2022 at a price per $1,000
principal amount at maturity of Convertible Notes equal to the
accreted principal amount plus accrued and unpaid interest to, but
excluding, the repurchase date.
In the event of a fundamental change (as defined in the indenture),
holders of the Convertible Notes will be entitled to require the
Company to repurchase all or a portion of their Convertible Notes
at a repurchase price equal to 50% of the accreted principal amount
of Convertible Notes, plus accrued and unpaid interest to, but
excluding, the applicable repurchase date. Holders of Convertible
Notes who convert their Convertible Notes in connection with a
make-whole fundamental change (as defined in the indenture) or in
connection with a redemption of such Convertible Notes on or prior
to June 1, 2021 will, under, certain circumstances, be entitled to
a make-whole premium in the form of an increase in the conversion
rate determined by reference to a make-whole table to be set forth
in the indenture.
holders of the Convertible Notes will be entitled to require the
Company to repurchase all or a portion of their Convertible Notes
at a repurchase price equal to 50% of the accreted principal amount
of Convertible Notes, plus accrued and unpaid interest to, but
excluding, the applicable repurchase date. Holders of Convertible
Notes who convert their Convertible Notes in connection with a
make-whole fundamental change (as defined in the indenture) or in
connection with a redemption of such Convertible Notes on or prior
to June 1, 2021 will, under, certain circumstances, be entitled to
a make-whole premium in the form of an increase in the conversion
rate determined by reference to a make-whole table to be set forth
in the indenture.
On or before June 1, 2021, and subject to the satisfaction of
certain conditions, the Company will be entitled to elect to redeem
all or any portion of the Convertible Notes at a redemption price
equal to 50% of the accreted principal amount at maturity of
Convertible Notes, plus accrued and unpaid interest to, but
excluding, the redemption date, if the daily volume weighted
average price of the Companys common stock is greater than or equal
to 130% of the conversion price for at least 20 trading days during
any 30 consecutive trading day period. After June 1, 2021, the
Company will be entitled to elect to redeem all or any portion of
the Convertible Notes (without regard to the price of the Companys
common stock) at a redemption price equal to 50% of the accreted
principal amount of Convertible Notes, plus accrued and unpaid
interest to, but excluding, the redemption date.
certain conditions, the Company will be entitled to elect to redeem
all or any portion of the Convertible Notes at a redemption price
equal to 50% of the accreted principal amount at maturity of
Convertible Notes, plus accrued and unpaid interest to, but
excluding, the redemption date, if the daily volume weighted
average price of the Companys common stock is greater than or equal
to 130% of the conversion price for at least 20 trading days during
any 30 consecutive trading day period. After June 1, 2021, the
Company will be entitled to elect to redeem all or any portion of
the Convertible Notes (without regard to the price of the Companys
common stock) at a redemption price equal to 50% of the accreted
principal amount of Convertible Notes, plus accrued and unpaid
interest to, but excluding, the redemption date.
The indenture will include customary events of default. Upon an
event of default that is continuing, the indenture will provide
that the accreted principal amount of Convertible Notes plus
accrued and unpaid interest may be accelerated.
event of default that is continuing, the indenture will provide
that the accreted principal amount of Convertible Notes plus
accrued and unpaid interest may be accelerated.
The Company expects to close the offering on or about June 21,
2017, subject to the satisfaction of various customary closing
conditions. The Company estimates that it will receive net proceeds
from the offering of approximately $90.5 million, after any
original issue discount and offering expenses. The Company intends
to use the net offering proceeds for general corporate purposes,
including (but not limited to) acquisitions or other strategic
transactions, working capital and capital expenditures, and debt
repayment from time to time, based on market conditions.
2017, subject to the satisfaction of various customary closing
conditions. The Company estimates that it will receive net proceeds
from the offering of approximately $90.5 million, after any
original issue discount and offering expenses. The Company intends
to use the net offering proceeds for general corporate purposes,
including (but not limited to) acquisitions or other strategic
transactions, working capital and capital expenditures, and debt
repayment from time to time, based on market conditions.
The Convertible Notes and the shares of common stock issuable upon
conversion of the Convertible Notes, if any, will not be registered
under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
conversion of the Convertible Notes, if any, will not be registered
under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Ninth Amendment to Credit Agreement, dated June 15, 2017,
by and among PROS, Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto. |
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99.1
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Press Release dated June 15, 2017.
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About PROS Holdings, Inc. (NYSE:PRO)
PROS Holdings, Inc. provides enterprise revenue and profit realization software solutions. The Company’s software solutions are designed to help business-to-business (B2B) and business-to-consumer (B2C) companies. The Company also provides professional services to implement its software applications. The Company provides its solutions to enterprises across a range of industries, including manufacturing, distribution, services and travel. In addition, the Company provides product maintenance and support to its customers to receive unspecified upgrades, maintenance releases and bug fixes during the term of the support period on a when-and-if-available basis. Its SellingPRO solutions include editions, such as SellingPRO Deal Desk, SellingPRO Smart CPQ and SellingPRO eCommerce. The Company offers revenue management solutions as integrated software solutions. It provides software-related professional services, including implementation and configuration services, consulting and training.