Progress Software plans $350M convertible notes due 2030; seeks $900M revolver amendment

PROGRESS SOFTWARE CORP /MA

$350M aggregate principal of convertible senior notes due 2030, with option for additional $52.5M overallotment.
Proceeds to repay term loan, fund capped call transactions, repurchase up to $25M of common stock, and general corporate purposes.
Entering amendment and restatement of credit agreement for a $900M revolving credit facility with no term loan, five-year maturity.
Capped call transactions expected to reduce potential dilution upon conversion of the notes, subject to a cap.
Notes offered only to qualified institutional buyers under Rule 144A; not registered under Securities Act.

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