Procore Closes Upsized $950M Convertible Note Offering to Fund DroneDeploy Acquisition
PCOR sits 47% above its 52-week low of $38.03.
Summary
Procore closed an upsized $950M convertible note offering with a 0% coupon and 50% conversion premium, raising net proceeds of $926.6M to fund the DroneDeploy acquisition and repurchase shares.
Key Events · Financing and Capital Events · PCOR
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Upsized $950M Convertible Note Offering Closes
Procore closed the offering of 0% Convertible Senior Notes due 2031 at $950 million, upsized from $825 million after full exercise of the initial purchasers' option for an additional $125 million.
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Net Proceeds of $926.6M to Fund Acquisition
Net proceeds of approximately $926.6 million will be used to pay a portion of the $845 million DroneDeploy acquisition, with $175 million for concurrent share repurchases and $59.1 million for capped call costs.
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Conversion Premium of 50% at $82.89/Share
Notes are convertible at an initial rate of 12.0642 shares per $1,000 principal, equivalent to $82.89 per share, a 50% premium over the $55.26 last reported sale price on August 3, 2026.
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Capped Calls to Reduce Dilution
Capped call transactions with a cap price of $110.52 (100% premium) are expected to reduce potential dilution from note conversions, covering the number of shares initially underlying the notes.
Analysis · PCOR · Technology
Procore closed its convertible note offering at $950 million, upsized from the previously announced $825 million after full exercise of the initial purchasers' option. The notes carry a 0% coupon and convert at $82.89 per share, a 50% premium to the stock price at pricing. Net proceeds of $926.6 million will primarily fund the $845 million DroneDeploy acquisition, with $175 million used for concurrent share repurchases and $59.1 million for capped call transactions to mitigate dilution. The offering is part of a broader capital raise strategy that includes the recent $825 million pricing and the underlying acquisition, which together represent a transformative use of leverage for a company that just achieved GAAP profitability.
At the time of this filing, PCOR was trading at $55.90 on NYSE in the Technology sector, with a market capitalization of approximately $8.5B. The 52-week trading range was $38.03 to $82.32. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.