false
0000876167
PROGRESS SOFTWARE CORP /MA
0000876167
2024-02-26
2024-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
February
26, 2024
Date
of Report (Date of earliest event reported)
____________________
Progress
Software Corporation
PROGRESS SOFTWARE CORP /MA
(Exact
name of registrant as specified in its charter)
Delaware |
0-19417 |
04-2746201 |
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
15
Wayside Road, Suite 400
Burlington,
Massachusetts 01803
(Address
of principal executive offices, including zip code)
(781) 280-4000
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, $0.01 par value per share |
PRGS |
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure
Convertible
Notes Offering
On
February 26, 2024, Progress Software Corporation (the “Company”) issued a press release announcing that the Company
plans to commence, subject to market conditions and other factors, a private offering (the “Notes Offering”) of $350
million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”).
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Credit
Agreement
We
have commenced a process to further amend and restate (the “Amendment and Restatement”) the Credit Agreement. The
Amendment and Restatement would provide for a $900.0 million revolving credit facility and no term loan facility and would mature
on the date that is five years following the closing of the Amendment and Restatement. The Amendment and Restatement would also
amend certain other definitions, covenants and terms of the Credit Agreement. There can be no assurances that the Amendment and
Restatement will be consummated on the terms we anticipate, or at all.
* * *
The
information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any
securities.
The
information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities
Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
This
Current Report on Form 8-K contains forward-looking statements. The Company identified some of these forward-looking statements with
words such as “believes,” “expects,” “may,” “could,” “would,”
“might,” “will,” “should,” “seeks,” “intends,” “plans,”
“estimates,” “targets,” or “anticipates,” or similar expressions which concern our strategy,
plans, projections or intentions. Forward looking statements in this press release include, but are not limited to, statements
regarding the completion, timing and size of the proposed offering, the intended use of proceeds, the terms of the Notes being
offered, the anticipated terms of, and the effects of entering into, the credit agreement, the capped call transactions and the
actions of the option counterparties and their respective affiliates. By their nature, forward-looking statements: speak only as of
the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks,
uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and
projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that
management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what
is expressed in or indicated by the forward-looking statements. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including those described under the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year ended November 30, 2023. Among those risks and uncertainties are market conditions,
including market interest rates, the trading price and volatility of Progress’ common stock and risks relating to
Progress’ business. Progress may not consummate the proposed offering described in this press release, and, if the proposed
offering is consummated, the Company cannot provide any assurances regarding the final terms of the offering or the Notes or its
ability to effectively apply the net proceeds as described above. Except as required by law, the Company has no obligation to update
any of these forward-looking statements to conform these statements to actual results or revised expectations, which speak only as
of the date of this press release.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
|
|
|
|
Progress Software
Corporation |
Date: February 26, 2024 |
|
|
|
By: |
/s/
Yufan Stephanie Wang |
|
Name: |
Yufan Stephanie Wang |
|
Title: |
Chief Legal Officer |
Exhibit 99.1
Progress Software Announces Proposed Convertible
Senior Notes Offering
BURLINGTON, Mass., February
26, 2024 – Progress Software Corporation (NASDAQ: PRGS) (“Progress”) today announced that it intends to offer, subject
to market and other conditions, $350.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the “Notes”),
to be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). Progress also expects to grant to the initial purchasers of the Notes an option to
purchase up to an additional $52.5 million aggregate principal amount of the Notes, for settlement within a 13-day period beginning on,
and including, the first date on which the Notes are issued, solely to cover overallotments.
The Notes will be Progress’
senior unsecured obligations. The Notes will mature on March 1, 2030, unless earlier converted, redeemed or repurchased.
Progress will satisfy its conversion obligations by
paying cash up to the aggregate principal amount of Notes to be converted and pay or deliver, as the case may be, cash, shares of its
common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder. The interest rate,
the initial conversion rate and the other terms of the Notes will be determined upon pricing of the offering.
Progress intends to use the
net proceeds from the offering (i) to repay amounts outstanding under its term loan credit facility, (ii) to fund the cost of entering
into the capped call transactions described below, (iii) to repurchase shares of its common stock in an amount up to $25 million,
pursuant to its existing share repurchase program concurrently with the pricing of the offering in privately negotiated transactions effected
through one or more of the initial purchasers or their affiliates and (iv) for general corporate purposes, which may include repayment
of other indebtedness.
In connection with the pricing
of the Notes, Progress expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers
and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions
will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of common
stock initially underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then Progress expects
to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally
to reduce the potential dilution to Progress’ common stock upon any conversion of the Notes and/or offset any potential cash payments
Progress is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset
subject to a cap. The cap price of the capped call transactions and the premium payable will be determined at the time of pricing of the
offering.
In connection with establishing
their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares
of Progress’ common stock and/or enter into various derivative transactions with respect to Progress’ common stock concurrently
with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price
of Progress’ common stock or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify
their hedge positions by entering into or unwinding various derivatives with respect to Progress’ common stock and/or purchasing
or selling Progress’ common stock or other securities issued by Progress in secondary market transactions following the pricing
of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion
of the Notes, following any redemption of the Notes by Progress or following any repurchase of the Notes by Progress in connection with
any fundamental change and (y) are likely to do so following any repurchase of the Notes by Progress other than in connection with any
such redemption or any such fundamental change if Progress elects to unwind a corresponding portion of the capped call transactions in
connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Progress’
common stock or the Notes, which could affect a Noteholder’s ability to convert the Notes and, to the extent the activity occurs
during any observation period related to a conversion of the Notes, it could affect the number of shares of Progress’ common stock
and value of the consideration that a Noteholder will receive upon conversion of the Notes.
In addition, if any such
capped call transaction fails to become effective, whether or not the offering of the Notes is completed, the option counterparty party
thereto may unwind its hedge positions with respect to Progress’ common stock, which could adversely affect the value of Progress’
common stock and, if the Notes have been issued, the value of the Notes.
The Notes will be offered
and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The
Notes and any shares of Progress’ common stock issuable upon conversion of the Notes have not been registered under the Securities
Act, or any state securities law, and the Notes and any such shares may not be offered or sold in the United States or to any U.S. persons
absent registration under, or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state
securities laws.
This press release does not
constitute an offer to sell or a solicitation of an offer to buy the Notes or any shares of Progress’ common stock issuable upon
conversion of the Notes, nor shall there be any offer, solicitation or sale of any Notes or any such shares of Progress’ common
stock issuable upon conversion of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Progress
Progress provides enterprise software products for
the development, deployment and management of high-impact business applications. With Progress, businesses can automate and optimize the
process by which applications are developed, deployed and managed, making critical data and content more accessible and secure and technology
teams more productive.
Progress and Progress Software are trademarks or
registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other
names contained herein may be trademarks of their respective owners.
Forward-Looking
Statements
This press release contains statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believes,” “expects,”
“may,” “could,” “would,” “might,” “will,” “should,” “seeks,”
“intends,” “plans,” “estimates,” “targets,” or “anticipates,” or similar expressions
which concern our strategy, plans, projections or intentions. Forward looking statements in this press release include, but are not limited
to, statements regarding the completion, timing and size of the proposed offering, the intended use of proceeds, the terms of the Notes
being offered, the anticipated terms of, and the effects of entering into, the capped call transactions and the actions of the option
counterparties and their respective affiliates. By their nature, forward-looking statements speak only as of the date they are made; are
not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes
in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and
we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and
projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking
statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described
under the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. Among those
risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Progress’ common
stock and risks relating to Progress’ business. Progress may not consummate the proposed offering described in this press release,
and, if the proposed offering is consummated, Progress cannot provide any assurances regarding the final terms of the offering or the
Notes or its ability to effectively apply the net proceeds as described above. Except as required by law, Progress has no obligation to
update any of these forward-looking statements to conform these statements to actual results or revised expectations, which speak only
as of the date of this press release.
Investor Contact: |
|
Press Contact: |
Michael Micciche |
|
Erica McShane |
Progress Software |
|
Progress Software |
+1 781 850 8450 |
|
+1 781 280 4000 |
InvestorRelations@progress.com |
|
PR@progress.com |
v3.24.0.1
Cover
|
Feb. 26, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 26, 2024
|
Entity File Number |
0-19417
|
Entity Registrant Name |
PROGRESS SOFTWARE CORP /MA
|
Entity Central Index Key |
0000876167
|
Entity Tax Identification Number |
04-2746201
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
15
Wayside Road
|
Entity Address, Address Line Two |
Suite 400
|
Entity Address, City or Town |
Burlington
|
Entity Address, State or Province |
MA
|
Entity Address, Postal Zip Code |
01803
|
City Area Code |
(781)
|
Local Phone Number |
280-4000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, $0.01 par value per share
|
Trading Symbol |
PRGS
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
Entity Information, Former Legal or Registered Name |
Not
applicable
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Progress Software (NASDAQ:PRGS)
Historical Stock Chart
From Apr 2024 to May 2024
Progress Software (NASDAQ:PRGS)
Historical Stock Chart
From May 2023 to May 2024