JWCA advised Procore Technologies on its upsized debut $950 million zero-coupon convertible and capped call transaction to support its DroneDeploy acquisition financing

August 2026 | READ PRESS RELEASE

Procore Technologies, Inc. (“Procore” or the “Company”) successfully raised $950 million (inclusive of greenshoe) in the convertible market at historically attractive terms (0.00% coupon and 50.0% conversion premium).  The transaction was executed in connection with the Company’s broader financing strategy related to its acquisition of DroneDeploy

Procore’s objectives included:

  • Opportunistically raise low-cost, unsecured capital to support acquisition financing while preserving balance sheet flexibility

  • Protect against future equity dilution through a capped call and concurrent share repurchase

  • Execute efficiently while minimizing stock price and market execution risk

JWCA advised the Company throughout the convertible offering process, including:

  • Transaction structuring and evaluation of convertible, capped call and share repurchase alternatives

  • Analysis of dilution mitigation strategies and related accounting, tax and economic considerations

  • Convertible note and capped call documentation to maximize economics, flexibility and future liability management optionality

  • Execution strategy, market intelligence and timing recommendations

JWCA designed and managed a competitive capped call auction process that delivered highly attractive economics for the Company

JWCA advised on and supported the process of putting in place a committed bridge facility in connection with the DroneDeploy acquisition, including negotiations with banks, setting market terms, increasing financing flexibility, and the overall interplay with the convertible execution

Results

Procore’s convertible transaction was very well received by investors:

  • Multiple-times oversubscribed with significant outright investor demand, reflecting both the Company’s strong fundamentals and favorable convertible market conditions

  • The 0.00% coupon priced at the low-end of the marketed coupon range

  • The 50.0% conversion premium priced above the high end of the marketed premium range

  • Procore’s share price traded higher on the day of the offering, underscoring investors’ receptiveness to the transaction and its execution

Procore simultaneously repurchased ~3.2mm shares (~$175mm) from convertible investors

JWCA’s capped call documentation and auction process produced meaningful savings for Procore, driving significant economics in the Company's favor

This offering represents the best-priced convertible offering by a software issuer since 2022