Item 1.01. Entry into a Material Definitive Agreement.
On December 4, 2018, Coupa Software Incorporated (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, Hiperos, LLC, a Delaware limited liability company (“Hiperos”), GTCR/Opus Blocker Corp., a Delaware corporation (“Blocker” and, together with Hiperos, the “Targets”), GTCR Fund X/C LP, a Delaware limited partnership (“Fund X/C”), GTCR/Opus Splitter LP, a Delaware limited partnership (“Splitter”), and Opus Global Holdings, LLC, a Delaware limited liability company (“Parent” and, together with Fund X/C and Splitter, the “Sellers”), pursuant to which the Company will acquire all of the outstanding equity securities of the Targets and the Targets shall become, directly or indirectly, wholly-owned subsidiaries of the Company (the “Transaction”).
The aggregate purchase price for the Transaction was approximately $95 million in cash (which amount shall be subject to customary upward or downward adjustments for the Targets’ working capital and other matters for up to 90 days following the date upon which the Transaction was consummated).
Pursuant to the Purchase Agreement, each of the Targets and Sellers have made certain representations and warranties to the Company for which, subject to the terms of the Purchase Agreement, the Sellers will be liable in the event of a breach and have agreed to indemnify the Company for certain matters.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Purchase Agreement governs the contractual rights between the parties in relation to the acquisition. We have included the above summary of certain terms of the Purchase Agreement and attached the Purchase Agreement as an exhibit to this Form8-K to provide you with information regarding the terms of the Purchase Agreement. This summary and report are not intended to modify or supplement any factual disclosures about the Company, the Targets or the Sellers in our respective public reports filed with the SEC or other regulators. In particular, the Purchase Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, the Targets or the Sellers. The representations and warranties contained in the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 7, 2018, the Company completed the acquisition contemplated by the Purchase Agreement. The information provided in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 10, 2018, the Company issued a press release announcing that it had entered into the Purchase Agreement pursuant to which the Company acquired all of the outstanding equity securities of the Targets, subject to the terms and conditions of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by this Item will be filed by amendment to this Current Report on Form8-K not later than 71 calendar days following the date that this Report is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form8-K not later than 71 calendar days following the date that this Report is required to be filed.
