Press Release
November 2, 2023

Goodwin Represents the Initial Purchasers and Dealers on Rapid7, Inc.’s Upsized $300 million 1.25% Convertible Senior Notes Offering and Capped Call

The Capital Markets team advised the initial purchasers on Rapid7, Inc.’s Rule 144A offering of 1.25% Convertible Senior Notes due 2029. The $300 million offering included the full exercise of the initial purchasers’ option to purchase $40 million of additional notes. The initial conversion price of the notes represents a premium of approximately 32.5% to the last reported sale price of Rapid7’s common stock on the pricing date (the “reference price”). In connection with the offering, Rapid7 and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes, to synthetically increase the conversion price to 100% above the reference price. Additionally, Rapid7 used a portion of the net proceeds from the offering to repurchase $184 million of its outstanding 2.25% Convertible Senior Notes due 2025. 

Rapid7, Inc. (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. Rapid7 empowers security professionals to manage a modern attack surface through best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions help more than 11,000 global customers unite cloud risk management and threat detection to reduce attack surfaces and eliminate threats with speed and precision. 

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop and Patrick Wilson. The corporate and securities team consisted of Ken Gordon, Michael Minahan, Justin Anslow, Joshua Tarr and Thomas Underwood. Dan Karelitz and Nicole Brock provided tax advice. 

For more information, please see Rapid7’s pricing press release for the offering.