Procore also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $112.5 million aggregate principal amount of the notes.

The notes will be general senior unsecured obligations of Procore and will accrue interest payable semiannually in arrears. Upon conversion, Procore will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Procore’s common stock or a combination of cash and shares of Procore’s common stock, at Procore’s election, in respect of the remainder, if any, of Procore’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of the pricing of the notes.

Procore expects to use the net proceeds from the offering (i) to pay a portion of the cash consideration for the acquisition of DroneDeploy, Inc., (ii) to pay the cost of the capped call transactions described below, (iii) to repurchase shares of Procore’s common stock concurrently with the pricing of the notes as described below, and (iv) for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses.