Communiqué de presse

HOUSTON, September 10, 2020 – PROS Holdings, Inc. (NYSE: PRO) (the “Company”) today announced that it intends to offer, subject to market conditions and other factors, $150.0 million aggregate principal amount of convertible senior notes due 2027 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Convertible Notes will be unsecured, unsubordinated obligations of the Company and are expected to pay interest semiannually. The Convertible Notes will mature on September 15, 2027, unless converted, redeemed or repurchased in accordance with their terms prior to such date. Prior to June 15, 2027, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and thereafter at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of these conditions.  The Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election.  The initial conversion rate, interest rate and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchaser of the Convertible Notes.

In connection with the offering, the Company intends to enter into privately negotiated capped call transactions with certain option counterparties. The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the Convertible Notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be.

The Company intends to use a portion of the net proceeds of the offering to pay the cost of the capped call transactions. The Company intends to use the remaining net proceeds from this offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions.

Le présent communiqué de presse ne constitue ni une offre de vente ni une sollicitation d'une offre d'achat des billets convertibles ou des actions ordinaires à émettre lors de la conversion des billets convertibles, le cas échéant, et aucune vente de ces titres n'aura lieu dans un État ou une juridiction où une telle offre, sollicitation ou vente serait illégale avant l'enregistrement ou la qualification en vertu des lois sur les valeurs mobilières d'un tel État ou d'une telle juridiction.

Les billets convertibles et les actions ordinaires pouvant être émises lors de la conversion des billets convertibles, le cas échéant, n'ont pas été enregistrés en vertu de la loi sur les valeurs mobilières (Securities Act) ou des lois sur les valeurs mobilières de toute autre juridiction, et ne peuvent être offerts ou vendus aux États-Unis en l'absence d'enregistrement ou d'exemption applicable aux exigences d'enregistrement.

Déclarations prospectives

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the planned offering, business strategies, market potential, future financial and operational performance and other matters. Words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will offer the notes or consummate the offering; the anticipated terms of the notes and the use of the net proceeds from the offering; and whether the capped call transactions will become effective. Various factors could also adversely affect the Company’s operations, business or financial results in the future and cause the Company’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) and Quarterly Reports on Form 10-Q for the three month period ended March 31, 2020 and the three and six month periods ended June 30, 2020 (the “Quarterly Reports”), filed with the Securities and Exchange Commission. In addition, the Company operates in a highly competitive, rapidly changing and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. The Company’s actual results could differ materially from management’s expectations because of changes in such factors. Achieving the Company’s business and financial objectives, including improved financial results and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under the “Risk Factors” sections contained in the Annual Report and Quarterly Reports as well as, among other things: (1) changes in the Company’s plans, strategies and initiatives; (2) the impacts of the global COVID-19 pandemic on the Company’s business, customers, partners, employees, markets, financial results and condition; (3) stock price volatility; (4) future borrowing and restrictive covenants under the revolving credit facility; (5) the impact of acquisitions, dispositions and other similar transactions; (6) the Company’s ability to attract and retain key employees; and (7) the Company’s ability to attract and retain new and existing customers to its solutions.