PROS Holdings swaps $122 million 2024 convertibles for new 2027 notes

By Wendy Van Sickle

Columbus, Ohio, Oct. 10 – PROS Holdings, Inc. settled the previously announced exchange agreements for the exchange of $122 million principal amount of its outstanding 1% convertible senior notes due 2024 for $116.8 million of newly issued 2.25% convertible senior notes due 2027, according to an 8-K filing with the Securities and Exchange Commission.

Following the settlement of the exchanges, $21.7 million total principal amount of 2024 notes and $266.8 million total principal amount of 2027 notes will remain outstanding with terms unchanged

As previously reported on Aug. 24, the existing 2024 noteholders participating in the exchange are institutional accredited investors under Regulation D and qualified institutional buyers under Rule 144A.

The 2027 notes issued in the exchange will constitute a further issuance of, form a single series with and be fungible with the existing 2027 notes.

The 2027 notes will mature on Sept. 15, 2027.

Prior to June 15, 2027, the 2027 notes will be convertible only if certain conditions are met and during certain periods; after that, the notes will be convertible at any time prior to maturity.

The 2027 notes have an initial conversion rate of 23.9137 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of about $41.82 per share. The conversion rate is subject to adjustment in some cases, including in connection with specified fundamental changes.

If a fundamental change occurs, the 2027 notes are putable at par.

PROS Holdings is a Houston-based pricing and revenue management software company.

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