Procore Prices Upsized $825 Million Non-Interest Bearing Convertible Notes Offering

MT Newswires Live
Aug 04

Procore Technologies (PCOR) priced an upsized private placement of $825 million of 0.00% convertible senior notes due 2031, the company said Tuesday.

The offering was increased from $750 million. Procore also granted the initial purchasers an option to buy up to an additional $125 million of the notes within a 13-day period. The sale is expected to close on Aug. 6, the company said.

Procore said the notes will be senior unsecured obligations of Procore, will not bear regular interest, and their principal amount will not accrete. They will mature on Aug. 15, 2031, unless earlier converted, redeemed, or repurchased.

Procore expects net proceeds of approximately $804.4 million, or about $926.6 million if the purchasers fully exercise their option.

The company plans to use the proceeds to fund a portion of the cash consideration for its acquisition of DroneDeploy, pay around $51.3 million for capped call transactions, repurchase about $175 million of its common stock, and for general corporate purposes. Procore expects to repurchase approximately 3.17 million shares.

The notes will initially be convertible at the option of holders at a rate of 12.0642 shares of Procore shares per $1,000 principal amount of notes. Procore may not redeem the notes before Aug. 20, 2029, except in the event of a cleanup redemption.

In connection with the offering, Procore entered into privately negotiated capped call transactions with certain financial institutions, it said. The initial cap price of the capped call transactions is $110.52.

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