Rapid7’s $525 Notes Offering

Goodwin Procter LLP advised the initial purchasers on the deal.

Rapid7, Inc. (Nasdaq: RPD) announced the Rule 144A offering of $525 million principal amount of its 0.25% Convertible Senior Notes due 2027 (the “Notes”). The initial conversion price of the Notes features a premium of approximately 30% up from the reference price of $79.52 per share. In connection with the offering, Rapid7 and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the Notes and effectively raise the conversion price of the Notes to approximately $159.04 per share, a 100% premium over the reference price. Additionally, Goodwin advised the exchange agent on the repurchase of approximately $182.6 million aggregate principal amount of Rapid7’s outstanding 1.25% Convertible Senior Notes due 2023 in a privately negotiated transaction executed concurrently with the pricing of the Notes.

Rapid7, Inc. advances security with visibility, analytics, and automation delivered through Insight cloud. Rapid7’s solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks.

The initial purchasers were Goldman Sachs & Co. LLC, Barclays Capital Inc., RBC Capital Markets, LLC, Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, William Blair & Company, L.L.C., BTIG, LLC, Cowen and Company, LLC and Mizuho Securities USA LLC.

Goodwin’s Technology team consisted of Ken Gordon (Picture), Erica Kassman, Jocelyn Coney, and Joseph Yim. Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop, Benjamin Drai, and Patrick Wilson. Daniel Karelitz and Garrett Gaughan provided tax advice.

Involved fees earner: James Barri – Goodwin Procter; Jocelyn Coney – Goodwin Procter; Kim de Glossop – Goodwin Procter; Benjamin Drai – Goodwin Procter; Garrett Gaughan – Goodwin Procter; Kenneth Gordon – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Erica Kassman – Goodwin Procter; John Servidio – Goodwin Procter; Patrick Wilson – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Barclays Capital ; BTIG, LLC; Citigroup Global Markets Ltd; Cowen and Company; Goldman Sachs & Co.; KeyBanc Capital Markets; Mizuho Securities; Piper Sandler; RBC Capital Markets; Stifel, Nicolaus & Company, Incorporated; William Blair & Company, L.L.C.;

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Martina Bellini

Author: Martina Bellini