ENVESTNET,INC. (NYSE:ENV) Files An 8-K Entry into a Material Definitive Agreement

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ENVESTNET,INC. (NYSE:ENV) Files An 8-K Entry into a Material Definitive Agreement

ENVESTNET,INC. (NYSE:ENV) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01. Entry into a Material Definitive Agreement.

Registration Rights Agreement

As previously reported, 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 or its designee 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. In addition, the Company agreed to issue to the Investor, or its designee, 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.

On December20, 2018, the previously announced issuance and sale of the Shares and the Warrant to the Investment Agreement was completed.

At the closing of the transactions contemplated by the Investment Agreement, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”) providing the Investor or its designee with certain customary registration rights with respect to the Shares and Warrant Shares. to the Registration Rights Agreement, the Investor or its designee will be entitled to certain customary demand registration, shelf takedown and piggyback registration rights, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns).

The above descriptions of the Warrant and Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Warrant and Registration Rights Agreement, copies of which are attached hereto as Exhibits 4.1 and 10.1, 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, to the Investment Agreement, on December20, 2018, the Company issued the Shares and the Warrant to the Purchaser. This issuance and sale is 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

The information contained in Item 9.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

ENVESTNET, INC. Exhibit
EX-4.1 2 a18-41871_1ex4d1.htm EX-4.1 Exhibit 4.1   WARRANT   THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here

About ENVESTNET,INC. (NYSE:ENV)

Envestnet, Inc. is a provider of financial and wealth management technology and services to financial advisors, investors and financial service providers. The Company’s segments are Envestnet and Envestnet/Yodlee. Its Envestnet segment provides unified wealth management software and services empowering financial advisors and institutions. Its Envestnet/Yodlee segment is a data aggregation and data analytics platform. Its services and related technology are provided through Envestnet’s wealth management software, Envestnet/PMC, Envestnet/Tamarac, Vantage Reporting Solution, Envestnet/WMS, Envestnet/Placemark, Envestnet/Retirement Solutions, Envestnet/Yodlee and Envestnet/Finance Logix. It operates approximately five Registered Investment Advisors (RIAs) and a registered broker-dealer. Its centrally-hosted technology platform services include risk assessment and selection of investment strategies and solutions, asset allocation models, and research and due diligence.