Rapid7 Announces Upsized Pricing of $260 Million Convertible Senior Notes Offering - Seite 2

If Rapid7 undergoes a “fundamental change” (as defined in the indenture governing the notes), subject to certain conditions and exceptions, noteholders may require Rapid7 to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if Rapid7 delivers a notice of redemption, Rapid7 will, in certain circumstances, increase the conversion rate for a noteholder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

Rapid7 estimates that the net proceeds from the offering will be approximately $253.0 million (or approximately $292.0 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated expenses payable by Rapid7. Rapid7 expects to use approximately $201.5 million of the aggregate net proceeds from the offering to repurchase $184.0 million aggregate principal amount of its outstanding 2.25% Convertible Senior Notes due 2025 (the “2025 notes”), including accrued and unpaid interest on the 2025 notes, in separate and privately negotiated transactions entered into concurrently with the pricing of the offering. Rapid7 also expects to use approximately $31.7 million of the net proceeds from the offering to pay the cost of the capped call transactions described below. If the option to purchase additional notes is exercised by the initial purchasers in full, Rapid7 expects to use approximately $4.9 million of the net proceeds from the sale of such additional notes to enter into additional capped call transactions.

Rapid7 expects to use the remainder of the net proceeds for general corporate purposes, which may include continued investment in its sales and marketing efforts, product development, general and administrative matters, and working capital. Rapid7 may also use a portion of the proceeds from this offering for acquisitions or strategic investments in complementary businesses or technologies, although it does not currently have any plans for any such acquisitions or investments.