Press Release March 25, 2021

Capital Markets Team Represents Initial Purchasers And Dealers On Rapid7, Inc’s $525 Million 0.25% Convertible Senior Notes And Capped Call

The Capital Markets team advised the initial purchasers on Rapid7, Inc.’s (Nasdaq: RPD) Rule 144A offering of $525 million principal amount of its 0.25% Convertible Senior Notes due 2027 (the “Notes”). The initial conversion price of the Notes features a premium of approximately 30% up from the reference price of $79.52 per share. 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 and effectively raise the conversion price of the Notes to approximately $159.04 per share, a 100% premium over the reference price. Additionally, Goodwin advised the exchange agent on the repurchase of approximately $182.6 million aggregate principal amount of Rapid7’s outstanding 1.25% Convertible Senior Notes due 2023 in a privately negotiated transaction executed concurrently with the pricing of the Notes.

Rapid7, Inc. advances security with visibility, analytics, and automation delivered through Insight cloud. Rapid7’s solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks.

Goodwin’s Technology team consisted of Ken Gordon, Erica Kassman, Jocelyn Coney, and Joseph Yim. Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop, Benjamin Drai, and Patrick Wilson. Daniel Karelitz and Garrett Gaughan provided tax advice.

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