Progress Software’s $360 Million Convertible Senior Notes Offering

Simpson Thacher represented Progress Software Corporation in the transaction.

Progress Software Corporation (“Progress”) executed the offering of $360 million aggregate principal amount of 1% Convertible Senior Notes due 2026, which includes the partial exercise of the initial purchasers’ option to purchase additional notes. In addition, Progress entered into capped call transactions with certain of the initial purchasers and/or their respective affiliates and/or other financial institutions concurrently with the offering of the Notes.

Progress used a portion of the net proceeds from the sale of the Notes to pay the cost of the capped call transactions. In addition, Progress used a portion of the net proceeds to repurchase shares of its common stock in privately negotiated transactions effected through on of the initial purchasers or its affiliate, as its agent, concurrently with the pricing of the offering of the Notes. Progress intends to use the remaining net proceeds to fund acquisitions and/or for general corporate purposes.

Progress provides high-performing products to develop, deploy and manage high-impact business applications.

The Simpson Thacher team included Roxane Reardon (Picture), Lia Toback, Arielle Trapp and Alexander Leicht (Capital Markets); Jonathan Lindabury, Caitlin Wood and Nathan Utterback (Derivatives); Genevieve Dorment and Alysha Sekhon (Intellectual Property); Jennifer Neilsson (Executive Compensation and Employee Benefits); and Jonathan Goldstein and Edward Grais (Tax).

Involved fees earner: Genevieve Dorment – Simpson Thacher & Bartlett; Jonathan Goldstein – Simpson Thacher & Bartlett; Edward Grais – Simpson Thacher & Bartlett; Alexander Leicht – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Jennifer Neilsson – Simpson Thacher & Bartlett; Roxane Reardon – Simpson Thacher & Bartlett; Alysha Sekhon – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; Arielle Trapp – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Caitlin Wood – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Progress Software Corp;

Author: Martina Bellini