Market Overview

PROS Announces Launch of Proposed Follow-on Offering of Common Stock

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PROS®
(NYSE:PRO), a provider of AI-powered solutions that optimize selling in
the digital economy, today announced that it has commenced a proposed
follow-on public offering. PROS and certain of its stockholders are
proposing to sell an aggregate of 4,000,000 shares of common stock,
consisting of 3,800,000 shares to be offered by PROS and 200,000 shares
to be offered by the selling stockholders. PROS intends to use the net
proceeds from this offering for general corporate purposes and may also
use net proceeds to repay outstanding convertible senior notes. PROS
will not receive any proceeds from the sale of secondary shares in this
offering by the selling stockholders. In addition, the underwriters will
be granted an option to purchase up to an aggregate of 600,000
additional shares of common stock, consisting of 400,000 additional
shares from PROS and 200,000 additional shares from the selling
stockholders.

J.P. Morgan, Morgan Stanley and RBC Capital Markets are serving as joint
book-running managers for the offering. Needham & Company is acting as
lead manager. KeyBanc Capital Markets, Northland Capital Markets, JMP
Securities and Nomura are acting as co-managers for the offering.

A shelf registration statement on Form S-3 was filed with the Securities
and Exchange Commission (or SEC) on August 13, 2018, and was
automatically effective upon filing. A preliminary prospectus supplement
relating to the common stock offered in the public offering described
above will be filed with the SEC. The offering will be made only by
means of a written prospectus, including a prospectus supplement, that
forms part of the registration statement. This press release does not
constitute an offer to sell shares or the solicitation of an offer to
buy shares, and there will not be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.

The preliminary prospectus supplement and the accompanying prospectus
relating to this offering will be available at the SEC's website located
at www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to this offering may also be obtained from J.P.
Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204;
Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, Second Floor, New York, NY 10014; and RBC Capital Markets, LLC,
Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New
York, NY 10281; by phone at (877) 822-4089, or by email at equityprospectus@rbccm.com.

About PROS

PROS
Holdings, Inc. (NYSE:PRO) provides AI-powered solutions that optimize
selling in the digital economy. PROS solutions make it possible for
companies to price, configure and sell their products and services in an
omnichannel environment with speed, precision and consistency. Our
customers, who are leaders in their markets, benefit from decades of
data science expertise infused into our industry solutions.

Forward-looking Statements

Statements in this press release regarding the intention, completion,
timing and option relating to the proposed public offering constitute
forward-looking statements that involve risks and uncertainties,
including, without limitation, risks and uncertainties related to market
conditions and the satisfaction of customary closing conditions related
to the proposed public offering. There can be no assurance that PROS
will be able to complete the proposed public offering. Additional
information relating to the uncertainty affecting the PROS business is
contained in PROS filings with the Securities and Exchange Commission.
These forward-looking statements represent PROS expectations as of the
date of this press release. Subsequent events may cause these
expectations to change, and PROS disclaims any obligations to update or
alter these forward-looking statements in the future whether as a result
of new information, future events or otherwise, except as required by
law.

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