Rapid7 Announces Upsized Pricing of $260 Million Convertible Senior Notes Offering

BOSTON, Sept. 06, 2023 (GLOBE NEWSWIRE) -- Rapid7, Inc. (“Rapid7”) (Nasdaq: RPD) today announced the pricing of $260.0 million aggregate principal amount of 1.25% convertible senior notes due 2029 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased from the previously announced offering size of $250.0 million. Rapid7 also granted the initial purchasers of the notes an option to purchase up to an additional $40.0 million aggregate principal amount of notes. The sale of the notes is expected to close on September 8, 2023, subject to customary closing conditions.

The notes will be general unsecured obligations of Rapid7 and will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024, at a rate of 1.25% per year. The notes will mature on March 15, 2029, unless earlier converted, redeemed or repurchased. The initial conversion rate will be 15.4213 shares of Rapid7’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $64.85 per share of Rapid7’s common stock). The initial conversion price of the notes represents a premium of approximately 32.50% over the last reported sale price of Rapid7’s common stock on September 5, 2023. The notes will be convertible into cash, shares of Rapid7’s common stock or a combination of cash and shares of Rapid7’s common stock, at Rapid7’s election.

Rapid7 may redeem for cash all or any portion of the notes (subject to certain limitations), at its option on or after September 21, 2026 and prior to the 21^st scheduled trading day immediately preceding the maturity date, if the last reported sale price of Rapid7’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Rapid7 provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Rapid7 provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.