8-K
filed December 9, 2025, 6:59 PM ET
CIK 0001392972
M&A
confidence high
sentiment neutral
materiality 1.00
PROS Holdings, Inc.: M&A transaction — Thoma Bravo completes $1.13B acquisition of PROS Holdings; shares cashed out at $23.25 per share
PROS Holdings, Inc.
- Merger closed Dec 9; shareholders received $23.25 per share in cash; total equity value ~$1.13B.
- 2027 Notes conversion yields cash $555.99 per $1,000 principal; repurchase right expires Jan 7, 2026.
- 2030 Notes conversion yields $1,307.87 per $1,000 principal during make-whole period; repurchase right expires Jan 7, 2026.
- Company stock delisted from NYSE; trading halted Dec 9; Form 15 to deregister and suspend SEC reporting.
- Board resigned; new directors from Thoma Bravo appointed: Jeff Cotten, Stefan Schulz, Damian Olthoff.
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
PROS Holdings, Inc. faced acceleration on convertible notes with holders of the 2027 Notes and the 2030 Notes.
- Instrument
- convertible notes
- Counterparty
- holders of the 2027 Notes and the 2030 Notes
- Event
- acceleration
Exact text from the filing
Under the Convertible Notes Indentures, the consummation of the Merger constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the applicable Convertible Notes Indenture).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
PROS Holdings, Inc. reported a default on convertible notes with holders of the 2027 Notes.
- Instrument
- convertible notes
- Counterparty
- holders of the 2027 Notes
- Event
- default
Exact text from the filing
holders of the 2027 Notes will be entitled to receive $555.99 per $1,000 principal amount of 2027 Notes validly surrendered for conversion.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
PROS Holdings, Inc. reported a default on convertible notes with holders of the 2030 Notes.
- Instrument
- convertible notes
- Counterparty
- holders of the 2030 Notes
- Event
- default
Exact text from the filing
holders of the 2030 Notes will be entitled to receive $1,307.87 per $1,000 principal amount of 2030 Notes validly surrendered for conversion during the Make-Whole Fundamental Change Period.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PROS Holdings, Inc.: Certificate of incorporation amended and restated in its entirety upon Merger effective time.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws 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
PROS Holdings, Inc.: Bylaws amended and restated in their entirety upon Merger effective time.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PROS Holdings, Inc. underwent a change of control involving Portofino Parent, LLC (parent of Thoma Bravo affiliated entities) for $23.25 per share (closed 2025-12-09).
- Action
- change of control
- Counterparty
- Portofino Parent, LLC (parent of Thoma Bravo affiliated entities)
- Consideration
- $23.25 per share
- Closing
- 2025-12-09
Exact text from the filing
affiliated with Thoma Bravo, L.P. (“ TB ”) to acquire all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Company Common Stock ”), for $23.25 per share, in cash, as described in more detail below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PROS Holdings, Inc. terminated Credit Agreement with Texas Capital Bank, as administrative agent (effective 2025-12-08).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Texas Capital Bank, as administrative agent
- Effective
- 2025-12-08
Exact text from the filing
on December 8, 2025, the Company repaid in full all indebtedness, liabilities and other obligations outstanding under, and terminated, that certain Credit Agreement, dated as of July 21, 2023, by and among the Company, the guarantors, and Texas Capital Bank, as administrative agent.
View on SEC.gov
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