ENVESTNET,INC. (NYSE:ENV) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On January2, 2018, to an agreement and plan of merger (the “Merger Agreement”), dated as of September25, 2017, between Envestnet,Inc. (“Envestnet”), Folio Dynamics Holdings,Inc., a Delaware corporation (“FolioDynamix”), FCD Merger Sub,Inc., a Delaware corporation and a wholly owned subsidiary of Envestnet (“Merger Sub”), and Actua USA Corporation, a Delaware corporation, solely in its capacity as the representative of the stockholders of FolioDynamix, Envestnet completed the merger of Merger Sub with and into FolioDynamix, with FolioDynamix continuing as the surviving corporation (the “Acquisition”) and a wholly owned subsidiary of Envestnet. The completion of the Acquisition follows the receipt of all necessary regulatory approvals and third party consents.
In connection with the Acquisition, Envestnet paid $195 million in cash for all the outstanding shares of FolioDynamix, subject to certain closing and post-closing adjustments. Envestnet funded the Acquisition price with borrowings under its revolving credit facility.
The foregoing summary of the Merger Agreement and the Acquisition does not purport to be a complete description and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit2.1 to Envestnet’s Form8-K filed on September25, 2017.
Item 2.01. Other Events.
On January2, 2018, Envestnet issued a press release announcing the completion of the Acquisition referred to in Item 2.01 above. A copy of the press release is attached as Exhibit99.1 hereto.
Item 2.01. Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
As permitted by Item 2.01(a)(4)of Form8-K, the financial statements required by this item will be filed by amendment to this Current Report on Form8-K within 71 calendar days after the date on which this Current Report must be filed.
(b)Pro Forma Financial Information.
As permitted by Item 2.01(a)(4)of Form8-K, the pro forma financial statements required by this item will be filed by amendment to this Current Report on Form8-K within 71 calendar days after the date on which this Current Report must be filed.
(d)Exhibits.