COUPA SOFTWARE INCORPORATED Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On
• the First Supplemental Indenture, dated as of February 28, 2023 (the
"2025 Convertible Notes First Supplemental Indenture") to the Indenture,
dated as of June 11, 2019 , by and between the Company and the Trustee
(the "2025 Convertible Notes Original Indenture" and, together with the
2025 Convertible Notes First Supplemental Indenture, the "2025
Convertible Notes Indenture"), relating to the Company's 0.125%
Convertible Senior Notes due 2025 (the "2025 Convertible Notes"); and
• the First Supplemental Indenture, dated as of February 28, 2023 (the
("2026 Convertible Notes First Supplemental Indenture") to the Indenture,
dated as of June 15, 2020 , by and between the Company and the Trustee
(the "2026 Convertible Notes Original Indenture" and, together with the
2026 Convertible Notes First Supplemental Indenture, the "2026
Convertible Notes Indenture"), relating to the Company's 0.375%
Convertible Senior Notes due 2026 (the "2026 Convertible Notes").
As of
As a result of the Merger, and pursuant to the 2025 Convertible Notes Indenture
and the 2026 Convertible Notes Indenture (together, the "Convertible Notes
Indentures"), from and after the effective time of the Merger (the "Effective
Time"), the right to convert each
The consummation of the Merger constitutes a Merger Event, a Fundamental Change
and a Make-Whole Fundamental Change (each as defined in the applicable
Convertible Notes Indenture) under the Convertible Notes Indentures. The
effective date of the Merger Event, Fundamental Change and Make-Whole
Fundamental Change in respect of the Convertible Notes is
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
In connection with the Merger, the Company entered into a termination agreement with each Capped Call Counterparty (collectively, the "Termination Agreements") pursuant to which the Capped Call Transactions with such Capped Call Counterparty terminated on the closing of the Merger in exchange for an agreed-upon cash payment by such Capped Call Counterparty to the Company, payable on the closing date of the Merger.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, and as a result of the Merger:
• each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (subject to certain exceptions described
below and as set forth in the Merger Agreement, including shares of
Company Common Stock owned by stockholders of the Company who have not
voted in favor of the adoption of the Merger Agreement and have properly
exercised appraisal rights in accordance with Section 262 of the General
Corporation Law of the State of Delaware ) was automatically converted
into the right to receive $81.00 in cash, without interest (the "Merger
Consideration");
• each option to purchase shares of Company Common Stock (each a "Company
Option") that was unexpired, unexercised, vested (or that vested
automatically as a result of the Merger) (each a "Vested Company Option")
and outstanding as of immediately prior to the Effective Time was
canceled and automatically converted into the right to receive a cash
payment, without interest, equal to the number of shares of Company
Common Stock for which such Vested Company Option had not then been
exercised multiplied by the excess, if any, of the Merger Consideration
over the per share exercise price of such Vested Company Option, except
that all Vested Company Options with a per share price equal to or
greater than the Merger Consideration were, as of the Effective Time,
canceled for no consideration;
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• each Company Option that was unexpired, unexercised, unvested and
outstanding as of immediately prior to the Effective Time (each an
"Unvested Company Option") was canceled and automatically converted into
the right to receive a cash payment, without interest, equal to the
number of shares of Company Common Stock for which such Unvested Company
Option had not then been exercised multiplied by the excess, if any, of
the Merger Consideration over the per share exercise price of such
Unvested Company Option, with such amount to vest and become payable on
substantially the same terms and conditions that applied to the replaced
Unvested Company Option prior to the Effective Time, subject to the
holder's continued service with Parent or its affiliates through each
applicable vesting date, except that all Unvested Company Options with a
per share exercise price equal to or greater than the Merger
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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On
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
At the Effective Time, pursuant to the Merger Agreement, each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the completion of the Merger, on
Item 8.01 Other Events
On
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 11, 2022 , by and amongCoupa Software Incorporated ,Coupa Holdings, LLC (f/k/aProject CS Parent LLC ) andProject CS Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onDecember 12, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofCoupa Software Incorporated , dated as ofFebruary 28, 2023 . 3.2 Amended and Restated Bylaws ofCoupa Software Incorporated , dated as ofFebruary 28, 2023 . 4.1 First Supplemental Indenture, dated as ofFebruary 28, 2023 , to the Indenture, dated as ofJune 11, 2019 , by and betweenCoupa Software Incorporated andWilmington Trust, National Association . 4.2 First Supplemental Indenture, dated as ofFebruary 28, 2023 , to the Indenture, dated as ofJune 15, 2020 , by and betweenCoupa Software Incorporated andWilmington Trust, National Association . 99.1 Press Release, dated as ofFebruary 28, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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