ENVESTNET,INC. (NYSE:ENV) Files An 8-K Entry into a Material Definitive AgreementItem 9.01. Entry into a Material Definitive Agreement.
Investment Agreement
On November27, 2018, Envestnet,Inc. (the “Company” or “Envestnet”) entered into an investment agreement (the “Investment Agreement”) with BlackRock,Inc. (the “Investor” or “BlackRock”). to the Investment Agreement, the Company agreed to issue and sell to the Investor approximately 2.36 million shares of common stock of the Company (the “Shares”), for a purchase price of $52.13 per Share and an aggregate purchase price of approximately $122.8 million (the “Investment”), subject to certain customary closing conditions, including, among others, obtaining clearance under the Hart-Scott Rodino Antitrust Improvements Act. In addition, the Company agreed to issue to the Investor a warrant (the “Warrant”) to purchase approximately 470,000 shares of the common stock of the Company (the “Warrant Shares”) at an exercise price of $65.16 per Warrant Share, subject to customary anti-dilution adjustments. The Warrant is exercisable at the option of the Investor for four years from the date of issue. The Company expects the closing of the Investment to occur prior to the end of 2018.
The Investment Agreement contains representations, warranties and covenants customary for a transaction of this nature.
The Investor and its affiliates (excluding the Investor’s funds) will be restricted from acquiring, directly or indirectly, any additional voting securities of Envestnet or its subsidiaries for a period of one year.
The Investment Agreement may be terminated by the Company or the Investor under certain circumstances specified therein, including if the Closing has not occurred on or prior to February27, 2019.
In the Investment Agreement, the Company agreed to enter into a registration rights agreement with the Investor, in the form attached to the Investment Agreement as an exhibit, at the closing of the Investment.
The above description of the Investment Agreement and Warrant is not complete and is qualified in its entirety by reference to the full text of the Investment Agreement and Formof Warrant, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01. Unregistered Sales of Equity Securities
The information contained in Item 9.01 is incorporated herein by reference.
As described in Item 9.01, under the terms of the Investment Agreement, the Company has agreed to issue the Shares and the Warrant (including the Warrant Shares upon exercise of the Warrant) to the Investor. This issuance and sale will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2)of the Securities Act. The Investor represented to the Company, among other things, that the Shares, the Warrant and the Warrant Shares are being acquired for investment purposes and not with a view to any distribution thereof, and appropriate legends will be affixed to the Shares, the Warrant and the Warrant Shares.
Item 9.01. Other Events
Strategic Relationship
Concurrently with the execution of the Investment Agreement, the Company and the Investor entered into a strategic relationship to enhance the investment technology solutions they provide to financial advisors and the clients they serve. With this enhanced strategic relationship, the two companies will accelerate work to integrate BlackRock’s digital wealth tools into Envestnet’s platform.
