Procore priced an upsized USD 825 million offering of 0.00% Convertible Senior Notes due 2031 in a Rule 144A private placement.
The deal was increased from USD 750 million; the initial purchasers have a 13-day option to buy up to an additional USD 125 million.
Net proceeds are estimated at about USD 804.4 million, or about USD 926.6 million if the option is fully exercised.
Proceeds are earmarked for DroneDeploy acquisition financing, capped call costs, a USD 175 million concurrent share repurchase, and general corporate purposes.
The notes are expected to close Aug. 6, 2026; the initial conversion price is about USD 82.89 per share, a 50% premium to the Aug. 3 close.
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