BAZAARVOICE, INC. (NASDAQ:BV) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of Material Definitive Agreement.
Effective as of February 1, 2018 and contingent upon the consummation of the Merger, the Company terminated the Company’s 2012 Employee Stock Purchase Plan.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form8-K (the "Introduction") is incorporated into this Item 2.01 by reference. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.
At the Effective Time of the Merger, each share of common stock, par value $0.0001 per share, of the Company (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Sub or any Subsidiary of the Company or Parent (other than Merger Sub) or dissenting shares) was cancelled and extinguished and converted into the right to receive cash in an amount equal to $5.50, without interest thereon (the "Per Share Price").
The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form8-Kfiled on November 27, 2017.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market LLC ("Nasdaq") on February1, 2018 that each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted to the Merger Agreement as set forth under Item 2.01, and requested that Nasdaq file a Form25 with the Securities and Exchange Commission to remove the Common Stock from listing on Nasdaq and to deregister the Common Stock to Section12(b)of the Securities Exchange Act of 1934, as amended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.
to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of funds necessary to complete the Merger and the related transactions was approximately $520 million. The purchase price was funded by equity financing from affiliates of Marlin and other co-investors of approximately $235 million and debt financing from Golub Capital Markets LLC, TPG Specialty Lending, Inc., certain of their respective affiliates and certain other lenders of approximately $235 million.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Merger, the following persons became directors of the Company: Nathan Pingelton, Amit Jain, Robb Warwick and Joseph Davis. Gene Austin, who was a director of the Company immediately prior to the Merger, will continue to be a director of the Company. As a result of the Merger, Craig A. Barbarosh, Steven H. Berkowitz, Krista Berry, Jeffrey S. Hawn, Thomas J. Meredith and Allison M. Wing ceased to be directors of the Company.
The officers of the Company immediately prior to the effective time of the Merger continued as officers of the Company following the Merger. In addition, the following persons were appointed as officers of the Company: Nathan Pingelton, Vice President; Amit Jain, Vice President and Assistant Secretary; and Robb Warwick, Vice President.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit3.1, which is incorporated herein by reference.
Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit3.2, which is incorporated herein by reference.
Item 8.01. Other Events.
On February1, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Bazaarvoice Inc ExhibitEX-3.1 2 exhibit31-postclosingcoi.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFBAZAARVOICE,…To view the full exhibit click here
About BAZAARVOICE, INC. (NASDAQ:BV)
Bazaarvoice, Inc. offers solutions and services that allow its retailer and brand clients to understand that consumer voice and the role it plays in influencing purchasing decisions, both online and offline. The Company’s solutions collect, curate and display consumer-generated content, including ratings and reviews, questions and answers, customer stories, and social posts, photos and videos. This content is syndicated and distributed across its clients’ marketing channels. Its solutions, which the Company provides primarily through a software-as-a-service (SaaS) platform, enable the clients to capture and display consumer-generated content; syndicate that consumer-generated content into its network of brand and retail clients; understand consumer behavior, and monetize the value of that content through targeted advertising based on online and offline shopping behavior. The Company’s geographical segments include Americas, EMEA and Other.
