Rapid7 Raises $525 Million Via Upsized Convertible Senior Notes Offering

Cybersecurity solution provider Rapid7 Inc RPD priced $525 million 0.25% convertible senior notes due 2027 to raise $511.8 million in an upsized private institutional placement.

• The offering was upsized from the previously announced $500 million. Rapid7 granted the initial purchasers an option to purchase additional notes up to $75 million, and the sale of the notes is expected to close on March 19, 2021.
• The notes would accrue semi-annual interest payable on March 15 and September 15 of each year, beginning on September 15, 2021, at a rate of 0.25% per year.
• The notes will be redeemable at an initial conversion rate of 9.6734 shares, but only if the last reported sale price per share of the stock exceeds 130% of the conversion price for a specified period.
• Rapid7 expects to use $183 million of the offering proceeds to issue 2.2 million shares to repurchase $182.6 million of its outstanding 1.25% Convertible Senior Notes due 2023. The company plans to use $66.5 million of the proceeds to pay the costs of the capped call transactions and the remaining proceeds for general corporate purposes.
• Rapid7 entered into capped call transactions to offset the potential stock dilution from any note conversion. The capped call transactions’ initial cap price is $159.04, representing a 100% premium to the March 16 closing price.
• Price action: RPD shares traded lower by 2.87% at $77.24 on the last check Wednesday.