Item 1.01. |
Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On December 11, 2022, Coupa Software Incorporated (the “Company” or “Coupa”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project CS Parent, LLC, a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P. (“Thoma Bravo”), an investment fund managed by Thoma Bravo, L.P. The transaction includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority.
The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (1) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (2) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) as of immediately prior to the Effective Time (other than (a) any shares of Company Common Stock that are held by Parent or Merger Sub or by the Company or its wholly owned subsidiaries and (b) shares of Company Common Stock that are held by holders who have properly demanded appraisal rights pursuant to, and who have complied with, Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $81.00 in cash, without interest (the “Merger Consideration”).
The Board of Directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby and resolved to recommend that the Company’s stockholders adopt the Merger Agreement.
Treatment of Company Equity Awards
At the Effective Time, (1) each stock option of the Company (“Company Option”) that is unexercised, vested (or that vests automatically solely as a result of the transaction contemplated by the Merger Agreement) and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such vested Company Option, multiplied by the number of shares of Company Common Stock for which such vested Company Option has not been exercised as of the Effective Time and (2) each Company Option that is unexercised, unvested and outstanding as of immediately prior to the Effective Time will be canceled and replaced with a right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such unvested Company Option, multiplied by the number of shares of Company Common Stock for which such unvested Company Option has not been exercised as of the Effective Time, which cash amount will continue to vest on substantially the same terms and conditions as applied to the replaced Company Option, subject to the holder’s continued employment. All Company Options with a per share exercise price equal to or greater than the Merger Consideration will be canceled for no consideration.