ENVESTNET,INC. (NYSE:ENV) Files An 8-K Entry into a Material Definitive AgreementItem 9.01. Entry into a Material Definitive Agreement.
On September25, 2017, Envestnet,Inc. (“Envestnet”) entered into an agreement and plan of merger (the “Merger Agreement”) with Folio Dynamics Holdings,Inc., a Delaware corporation (“FolioDynamics”), 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 FolioDynamics. to the Merger Agreement, Merger Sub will merge with and into FolioDynamics, with FolioDynamics continuing as the surviving corporation (the “Acquisition”) and a wholly owned subsidiary of Envestnet.
Subject to the terms and conditions of the Merger Agreement, Envestnet will pay $195,000,000 in cash for all the outstanding shares of FolioDynamics, subject to certain post-closing adjustments. Envestnet will fund the Acquisition price with a combination of cash on Envestnet’s balance sheet and borrowings under its revolving credit facility.
The Acquisition is subject to certain customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and third-party consents.
The Merger Agreement contains customary representations and warranties. The representations and warranties contained in the Merger Agreement will generally survive for two (2)years from the date of the closing. to the Merger Agreement, Envestnet is entitled to indemnification for, among other things, breaches of representations and warranties subject to a deductible and aggregate cap. As part of the indemnification contemplated in the Merger Agreement, Envestnet expects to obtain representation and warranty insurance, subject to exclusions, policy limits and certain other terms and conditions.
The Merger Agreement also contains customary covenants and agreements, including, among others, covenants providing for both parties to use their respective reasonable best efforts to obtain required regulatory approvals and for FolioDynamics to conduct its business in the ordinary course of business during the period between the execution of the Merger Agreement and the closing date.
Either Envestnet or FolioDynamics may terminate the Agreement if the closing does not occur by March31, 2018.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit2.1 to this Current Report on Form8-K and incorporated herein by reference.
On September25, 2017, Envestnet issued a press release regarding the Acquisition. The full text of Envestnet’s press release is furnished herewith as Exhibit99.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
2.1 Agreement and Plan of Merger, dated as of September25, 2017, among Envestnet,Inc., FCD Merger Sub,Inc., Folio Dynamics Holdings,Inc. and Actua USA Corporation, solely in its capacity as representative of the stockholders of Folio Dynamics Holdings,Inc.
99.1 Press Release dated September25, 2017
