Cvent, Inc. (NYSE:CVT) Files An 8-K Completion of Acquisition or Disposition of Assets

0

Cvent, Inc. (NYSE:CVT) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

Completion of Acquisition or Disposition of
Assets.

On November29, 2016, Papay Merger Sub, Inc., a Delaware
corporation (Merger Sub) and a wholly-owned subsidiary of Papay
Holdco, LLC, a Delaware limited liability company (Parent),
completed its merger (the Merger) with and into Cvent, Inc.
(Cvent or the Company), to the terms of an Agreement and Plan of
Merger, dated as of April17, 2016 (the Merger Agreement), by and
among Parent, Merger Sub and the Company. The Company was the
surviving corporation in the Merger, and as a result, is now a
wholly-owned subsidiary of Parent. Parent and Merger Sub were
formed by affiliates of Vista Equity Partners.

At the effective time of the Merger, each share of common stock,
par value $0.001 per share, of the Company (the Company Common
Stock) issued and outstanding as of immediately prior to the
Effective Time (other than those shares of Company Common Stock
owned by (1)Parent, Merger Sub or any other subsidiary of Parent
or Merger Sub; (2)the Company as treasury stock; or
(3)stockholders of the Company who properly exercised appraisal
rights with respect thereto in accordance with Section262 of the
Delaware General Corporation Law) was cancelled and extinguished
and converted into the right to receive cash in an amount equal
to $36.00, without interest thereon (the Per Share Price). In
addition, (1)each stock option issued by the Company, whether
vested or unvested, was cancelled immediately prior to the
effective time of the Merger and converted into the right to
receive the amount, if any, by which the Per Share Price exceeded
the option exercise price, without interest thereon and less any
applicable withholding for taxes; (2)each stock-based award
issued by the Company, other than stock options issued by the
Company, that was outstanding prior to the effective time of the
Merger and that had either vested or was scheduled to vest before
April1, 2017, was cancelled immediately prior to the effective
time of the Merger and converted into the right to receive the
Per Share Price multiplied by the number of shares of Company
Common Stock underlying such stock-based award; (3)each
stock-based award issued by the Company, other than stock options
issued by the Company, that was outstanding prior to the
effective time of the Merger and scheduled to vest between
April1, 2017 and December31, 2017, will vest to its existing
vesting schedule and will be entitled to receive the Per Share
Price multiplied by the number of shares of Company Common Stock
underlying such stock-based award on the applicable vesting date;
and (4)each stock-based award issued by the Company, other than
stock options issued by the Company, that was outstanding prior
to the effective time of the Merger and scheduled to vest on or
after January1, 2018, will automatically vest on January1, 2018
and will be entitled to receive the Per Share Price multiplied by
the number of shares of Company Common Stock underlying such
stock-based award at such time.

Item3.01. Completion of Acquisition or Disposition of
Assets.

The information set forth under Item 2.01 is incorporated herein
by reference.

In connection with the closing of the Merger, the Company
notified The New York Stock Exchange (the NYSE) on November29,
2016 that each outstanding share of Company 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 the
NYSE file a Form 25 with the Securities and Exchange Commission
(the SEC) to remove the Company Common Stock from listing on the
NYSE and to deregister the Company Common Stock to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the Exchange
Act).

Item3.03. Material Modification to Rights of Security
Holders.

The information set forth 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 Company Common Stock
(except as described in Item 2.01 hereof) was converted into the
right to receive the Per Share Price.

Item5.01. Changes in Control of Registrant.

The information set forth 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 consideration payable to the Companys
equityholders in connection with the Merger was approximately
$1.65billion. The funds used by Parent to consummate the Merger
and complete the related transactions came from equity
contributions from Vista Equity Partners Fund VI, L.P. and Vista
Holdings Group, L.P., the Companys cash on hand, and the proceeds
received in connection with debt financing to a $375million
senior secured term loan and a revolving line of credit of up to
$40million under the Companys first lien credit agreement with
Goldman Sachs Bank USA acting as administrative agent, collateral
agent and joint lead arranger and $230million second lien term
loans under the Companys second lien credit agreement with
Guggenheim Corporate Funding, LLC acting as administrative agent
and collateral agent.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement.

The information set forth under Item 2.01 is incorporated herein
by reference.

Effective upon completion of the Merger, the following persons,
who were the directors of Merger Sub, became directors of the
Company: Brian N. Sheth, Maneet Saroya and Donald Park. Reggie K.
Aggarwal, 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, Sanju Bansal, Anthony Florence, Kevin T.
Parker and Jeffrey Lieberman are no longer directors of the
Company. Immediately following the Merger, Brian N. Sheth, Maneet
S. Saroya, Donald Park and Betty Hung were appointed as directors
of the Company.

Effective upon completion of the Merger, the following persons,
who were the officers of Merger Sub, became officers of the
Company: Brian N. Sheth, Maneet Saroya and Donald Park. The
following officers of the Company immediately prior to the
effective time of the Merger will continue to be officers of the
Company: Reggie K. Aggarwal, Charles V. Ghoorah, Cynthia Russo,
Pradeep Mannakkara, David C. Quattrone and Lawrence J. Samuelson.
Immediately following the Merger, Brian N. Sheth was appointed as
chairman of the Companys board of directors.

Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The information set forth 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 Exhibit 3.1, 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 Exhibit 3.2, which is incorporated herein by
reference.

Item8.01. Other Events.

On November29, 2016, the Company issued a press release
announcing the completion of the Merger. A copy of the press
release is attached as Exhibit 99.1 and is incorporated herein by
reference.

Item9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit

No.

Description

3.1 Amended and Restated Certificate of Incorporation of Cvent,
Inc.
3.2 Amended and Restated Bylaws of Cvent, Inc.
99.1 Press Release of Cvent, Inc., dated November29, 2016


About Cvent, Inc. (NYSE:CVT)

Cvent, Inc. is a cloud-based enterprise event management company. The Company provides solutions for both sides of the events and meetings value chain, such as event and meeting planners, through its Event Cloud, and hoteliers and venues, through its Hospitality Cloud. The Company offers planners a platform that addresses the entire lifecycle of events and meetings, including budgeting, planning, venue sourcing, marketing, management and measurement of meetings. It offers over six product categories, on over two integrated clouds, the Event Cloud and the Hospitality Cloud. The Event Cloud includes approximately five product categories, such as event management software, enterprise solutions software, mobile event applications, pre- and post-event feedback management software, and onsite event solutions. The Hospitality Cloud includes over three product categories, including group marketing solutions, group demand management, and group business intelligence for hotels and venues.

Cvent, Inc. (NYSE:CVT) Recent Trading Information

Cvent, Inc. (NYSE:CVT) closed its last trading session at 0.0000 with 775,107 shares trading hands.