8-K
filed February 28, 2023, 6:59 PM ET
CIK 0001385867
M&A
confidence high
sentiment neutral
materiality 1.00
Thoma Bravo completes $8.0B acquisition of Coupa Software for $81 per share
Coupa Software Inc
- Coupa stockholders receive $81.00 per share in cash; stock delisted from Nasdaq.
- Transaction valued at ~$8.0B, with minority investment from ADIA subsidiary.
- Stockholders approved the deal on Feb 23, 2023; closing occurred Feb 28, 2023.
- Board reconstituted: Holden Spaht, Brian Jaffee, Jamie Hutter appointed directors.
- Capped call transactions with counterparties terminated upon closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tayloe Stansbury departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Holden Spaht was appointed as director at Coupa Software Inc.
- Action
- appointed
- Role
- director
Exact text from the filing
At the Effective Time, each of Holden Spaht, Brian Jaffee and Jamie Hutter became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Thompson departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frank van Veenendaal departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle Brennan departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roger Siboni departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Jaffee was appointed as director at Coupa Software Inc.
- Action
- appointed
- Role
- director
Exact text from the filing
At the Effective Time, each of Holden Spaht, Brian Jaffee and Jamie Hutter became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kanika Soni departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Bernshteyn departed as director at Coupa Software Inc.
- Action
- ceased to be a director
- Role
- director
Exact text from the filing
each of Robert Bernshteyn, Michelle Brennan, Kanika Soni, Roger Siboni, Tayloe Stansbury, Scott Thompson and Frank van Veenendaal, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jamie Hutter was appointed as director at Coupa Software Inc.
- Action
- appointed
- Role
- director
Exact text from the filing
At the Effective Time, each of Holden Spaht, Brian Jaffee and Jamie Hutter became a director of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Coupa Software Inc: Amended and restated bylaws upon merger (effective 2023-02-28).
- Change
- bylaw amendment
- Effective
- 2023-02-28
Exact text from the filing
In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Coupa Software Inc: Amended and restated certificate of incorporation upon merger (effective 2023-02-28).
- Change
- charter amendment
- Effective
- 2023-02-28
Exact text from the filing
At the Effective Time and pursuant to the Merger Agreement, the Company's certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Coupa Software Inc terminated the Capped Call Transactions with the Capped Call Counterparties: Barclays Bank PLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Bank of America, N.A., Bank of Montreal, Deutsche Bank AG, London Branch (effective 2023-02-28).
- Action
- termination
- Counterparty
- the Capped Call Counterparties: Barclays Bank PLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Bank of America, N.A., Bank of Montreal, Deutsche Bank AG, London Branch
- Effective
- 2023-02-28
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Coupa Software Inc amended 2025 Convertible Notes First Supplemental Indenture with Wilmington Trust, National Association, as trustee (effective 2023-02-28).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Wilmington Trust, National Association, as trustee
- Effective
- 2023-02-28
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Coupa Software Inc amended 2026 Convertible Notes First Supplemental Indenture with Wilmington Trust, National Association, as trustee (effective 2023-02-28).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Wilmington Trust, National Association, as trustee
- Effective
- 2023-02-28
Exact text from the filing
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
View on SEC.gov
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