UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On September 13, 2021, Porch Group, Inc. (the “Company”) issued a press release made pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing the upsizing and pricing of a private offering of $385 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2026 (the “notes”). The size of the notes offering has been upsized from $350 million to $385 million. The Company has also granted initial purchasers of the notes an option to purchase, exercisable within the 30-day period immediately following the pricing date of the Offering, up to an additional $40 million aggregate principal amount of the notes. The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act.
As discussed in the press release, in connection with the pricing of the notes, the Company entered into privately negotiated capped call transactions with Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Bank of Montreal and Jefferies International Limited. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the notes, shares of Company common stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release issued on September 13, 2021 by Porch Group, Inc. regarding pricing of notes offering. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: September 14, 2021 |
PORCH GROUP, INC. | |
| By: | /s/ Martin L. Heimbigner | |
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Martin L. Heimbigner Chief Financial Officer | ||