Rapid7, Inc. (RPD): debt financing — Rapid7 issues $260M 1.25% convertible notes due 2029; repurchases $184M of existing 2.25% notes

Rapid7, Inc.

Issued $260M principal of 1.25% Convertible Senior Notes due March 15, 2029; initial conversion price ~$64.85 (32.5% premium).
Net proceeds ~$253M; will use ~$201.5M to repurchase $184M of 2.25% Convertible Senior Notes due 2025 in privately negotiated transactions.
Paid ~$31.7M for capped call transactions to offset potential dilution upon conversion of the new notes.
Granted initial purchasers option to buy up to an additional $40M principal amount of notes.
Offering upsized from $250M initially announced; notes are unsecured and rank equal with existing 2025 and 2027 convertible notes.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rapid7, Inc. incurred convertible notes of $260.0 million with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC at 1.25% per annum maturing March 15, 2029.

Instrument: convertible notes
Principal: $260.0 million
Counterparty: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
Rate: 1.25% per annum
Maturity: March 15, 2029
Event: incurrence

Exact text from the filing

Rapid7 issued an aggregate of $260.0 million principal amount of Notes, pursuant to an Indenture dated September 8, 2023 (the “Indenture”), between Rapid7 and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rapid7, Inc. entered into Purchase Agreement for 1.25% Convertible Senior Notes due 2029 with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC valued at $260.0 million principal amount, plus $40.0 million option (effective 2023-09-05).

Action: entry
Agreement: notes offering
Counterparty: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
Value: $260.0 million principal amount, plus $40.0 million option
Effective: 2023-09-05

Exact text from the filing

On September 5, 2023, Rapid7, Inc. (“Rapid7”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Initial Purchasers”), relating to the sale (the “Note Offering”) by Rapid7 of an aggregate of $260.0 million principal amount of its 1.25% Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rapid7, Inc. entered into Indenture for 1.25% Convertible Senior Notes due 2029 with U.S. Bank Trust Company, National Association valued at $260.0 million principal amount, 1.25% per annum, due 2029 (effective 2023-09-08).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $260.0 million principal amount, 1.25% per annum, due 2029
Effective: 2023-09-08

Exact text from the filing

On September 8, 2023, Rapid7 issued an aggregate of $260.0 million principal amount of Notes, pursuant to an Indenture dated September 8, 2023 (the “Indenture”), between Rapid7 and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

View on SEC.gov

41 debt financings filed in the last 30 days. Browse all debt financings →

Rapid7, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-231565

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.