PROS Executes $143.75 Million Convertible Note Offering

May 7, 2019

Cleary Gottlieb represented the initial purchasers, led by Goldman Sachs and Deutsche Bank, of PROS Holdings, Inc.’s Rule 144A offering of $143.75 million principal amount of 1.00% convertible senior notes due 2024 (including exercise in full of the initial purchasers’ option to purchase additional notes) and represented Morgan Stanley, RBC, and Wells Fargo as the counterparties to PROS in a series of related capped call transactions.

Cleary also represented Goldman Sachs as the exchange agent in concurrent private exchange transactions relating to PROS’ outstanding convertible notes and represented Goldman Sachs and Deutsche Bank in the partial termination of related existing derivatives. The transactions closed on May 7, 2019.

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