UPLAND SOFTWARE, INC. (NASDAQ:UPLD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On November16, 2017, Upland Software,Inc., a Delaware corporation (the “Company” or “Upland”) completed its acquisition of Qvidian Corporation, a Delaware corporation (“Qvidian”), a Massachusetts-based provider of cloud-based RFP and sales-proposal automation software, to an Agreement and Plan of Merger dated November 16, 2017, by and among Upland, Qvidian, Quest Acquisition Corporation I, a Delaware Corporation and wholly owned subsidiary of the Company (the “Merger Sub”), and Christian Meininger, as Securityholder Representative (the “Merger Agreement”). to the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”), at the closing of the transactions contemplated therein (the “Closing”), the Merger Sub merged with and into Qvidian (the “Merger”), with Qvidian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of the Company.
The purchase price consideration paid by the Company was $50 million, of which $30 million came from cash on-hand and $20 million from the Company's credit facility, to the Company’s Credit Agreement among inter alia the Company, certain of its subsidiaries, and each of the lenders named in the Credit Agreement dated May 14, 2015, as amended (the “Credit Agreement”).
The foregoing description of the Merger Agreement is a summary only, does not purport to set forth the complete terms of the Merger Agreement, and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and hereby incorporated by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.01
Item 9.01Financial Statements and Exhibits.
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(a) |
Financial Statements of Business Acquired. |
Information required by this Item 9.01(a) will be filed within the required 71 days from acquisition date.
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(b) |
Pro Forma Financial Statements. |
Information required by this Item 9.01(b) will be filed within the required 71 days from acquisition date.
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* |
The schedules and exhibits to the Merger Agreement have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
Upland Software, Inc. ExhibitEX-10.1 2 a101projectquest-mergeragr.htm EXHIBIT 10.1 Exhibit AGREEMENT AND PLAN OF MERGERby and amongUPLAND SOFTWARE,…To view the full exhibit click here
About UPLAND SOFTWARE, INC. (NASDAQ:UPLD)
Upland Software Inc. is a provider of cloud-based enterprise work management software. The Company provides a family of cloud-based enterprise work management software applications for the information technology, process excellence, finance, professional services and marketing functions within organizations. Its software applications serve a range of enterprise work management needs, from strategic planning to task execution. It services customers ranging from corporations and Government agencies to small- and medium-sized businesses. Its customers operate in a range of industries, including financial services, retail, technology, manufacturing, education, consumer goods, media, and telecommunications, Government, food and beverage, healthcare and life sciences, chemicals and travel and hospitality. The Company provides a family of cloud-based enterprise work management software applications under the Upland brand.
