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 Form
8-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.