Coupa Software’s $805 Million Convertible Senior Notes Offering


Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A offering by Coupa Software Incorporated.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and Barclays Capital Inc. acted as representatives of the initial purchasers.

Coupa Software Incorporated offered $805 million aggregate principal amount of its 0.125% convertible senior notes due 2025, including $105 million aggregate principal amount of convertible senior notes pursuant to the exercise of the initial purchasers’ option to purchase additional securities.

Coupa is a leading provider of business spend management solutions and offers a comprehensive, cloud-based business spend management platform that connects organizations with suppliers globally. Coupa’s “value as a service” offering includes procurement, invoicing and expense management modules and is designed to provide greater visibility and control over how companies spend money. Coupa is based in San Mateo, California.

The Davis Polk corporate team included partner Sarah K. Solum (Picture) and associates Dylan Service and Stephanie Y. Cheng. The Davis Polk equity derivatives team included partner John M. Brandow and associates Katharine O’Banion and Justin Lashley. The tax team included partner Lucy W. Farr. Partner Pritesh P. Shah and associates Daniel F. Forester and Jennifer Leather provided intellectual property and technology advice.

Involved fees earner: John Brandow – Davis Polk & Wardwell; Stephanie Cheng – Davis Polk & Wardwell; Lucy Farr – Davis Polk & Wardwell; Daniel Forester – Davis Polk & Wardwell; Justin Lashley – Davis Polk & Wardwell; Jennifer Leather – Davis Polk & Wardwell; Katharine O’Banion – Davis Polk & Wardwell; Dylan Service – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Sarah K. Solum – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Barclays Capital ; Goldman Sachs & Co.; Morgan Stanley;