CVENT HOLDING CORP. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
A special committee (the "Special Committee") of the board of directors of the
Company (the "Company Board"), comprised solely of disinterested and independent
members of the Company Board, unanimously (i) determined that it is in the best
interests of the Company and its stockholders, and declared it advisable, to
enter into the Merger Agreement providing for the Merger, in accordance with the
General Corporation Law of the
Effect on Capital Stock
Upon the terms and subject to the conditions set forth in the Merger Agreement,
except as may be otherwise agreed between Parent and the stockholders of the
Company, at the effective time of the Merger (the "Effective Time"), (i) each
share of common stock, par value
Representations and Warranties and Covenants
The Company, Parent and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. Among other things, (i) the Company has agreed, subject to certain exceptions, to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business and preserve intact in all material respects its significant commercial relationships with third parties, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, and not to take certain actions prior to the Effective Time without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed) and (ii) from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, the Company agreed not to solicit or engage in discussions or negotiations regarding any alternative business combination transaction.
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Treatment of Company Equity Awards
Each Company Option that is outstanding as of immediately prior to the Effective Time that is not a Vested Company Option (an "Unvested Company Option") and has an exercise price per share less than the Per Share Price will, at the Effective Time, be automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Unvested Company Option subject to such Unvested Company Option as of immediately prior to the Effective Time (the "Cash Replacement Company Option Amounts"), which Cash Replacement Company Option Amounts will, subject to the holder's continued service through the applicable vesting dates, generally vest and be payable at the same time as the Unvested Company Options for which the Cash Replacement Company Option Amounts were exchanged would have vested and been payable pursuant to its terms.
Each Company Option with an exercise price per share that is equal to or greater than the Per Share Price will be cancelled automatically at the Effective Time for no consideration.
Each award of restricted stock units ("RSUs") of the Company that is vested and outstanding as of immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the Transactions (a "Vested Company RSU") will automatically, at the Effective Time, be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time.
Each award of Company RSUs that is outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an "Unvested Company RSU") will automatically, at the Effective Time, be cancelled and converted into and will become the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the "Cash Replacement Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject to the holder's continued service through the applicable vesting dates, generally vest and be payable at the same time as the Unvested Company RSUs for which the Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to its terms.
Closing Conditions
The closing of the Merger (the "Closing") is conditioned on certain conditions,
including (i) the adoption of the Merger Agreement by the holders of a majority
of the outstanding Company Common Stock, (ii) the expiration or termination of
any applicable waiting periods under the Hart-Scott-Rodino Act, (iii) certain
other approvals and clearances by government authorities, and (iv) other
customary conditions for a transaction of this type, such as the absence of any
legal restraint prohibiting the consummation of the Transactions and the absence
of any Company Material Adverse Effect (as defined in the Merger Agreement). The
Closing will not occur prior to
Termination Rights
The Merger Agreement contains certain customary termination rights for the
Company and Parent, including (i) if the Merger is not consummated by
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Merger Agreement may be terminated by the Company (prior to obtaining the
required Company stockholder approval) in order to enter into a definitive
agreement providing for a superior proposal, (y) the Merger Agreement may be
terminated by the
Termination Fee
If (i) the Merger Agreement is validly terminated by (x) Parent or the Company,
if the Merger has not occurred by the Termination Date (provided that all
conditions to Closing, other than approval of the Merger by a majority of the
Company's stockholders, have been satisfied or waived at the Termination Date),
(y) Parent or the Company, if the Company fails to obtain the required approval
of the Merger by a majority of the Company's stockholders or (z) Parent, due to
the Company's uncured breach of its representations, warranties and covenants
set forth in the Merger Agreement, (ii) prior to such termination, a third party
publicly announces, or provides to the Company Board, the Special Committee or
the Company's management, and does not withdraw ((A) at least five business days
prior to the meeting of the Company's stockholders or (B) prior to the date of
termination of the Merger Agreement under certain circumstances) a proposal for
an alternative control transaction with the Company, and (iii) within twelve
months following such termination, the Company enters into a definitive
agreement providing for an alternative control transaction or consummates such
transaction, the Company will be required to pay Parent a termination fee equal
to
The foregoing description of the Merger Agreement and the Transactions is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated by reference herein. The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the . . .
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, by and amongCvent Holding Corp. ,Capstone Borrower, Inc. andCapstone Merger Sub, Inc. , dated as ofMarch 14, 2023 .* 104 Cover Page Interactive Data file (embedded within the Inline XBRL document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K.
supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
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