MODEL N, INC. (NYSE:MODN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement. |
On December 12, 2016, Model N, Inc. (the Company) entered into an
Agreement and Plan of Merger (the Agreement) among the Company,
Nexus Acquisition Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (Merger Sub), Sapphire Stripe
Holdings, Inc., a Delaware corporation (Target), the parent
company of Revitas, Inc. (Revitas), and LLR Equity Partners III,
L.P., a Delaware limited partnership, as the stockholders agent
(the Stockholders Agent). Under the Agreement, Merger Sub will
merge with and into Target, with Target becoming a wholly owned
subsidiary of the Company (the Merger).
to the Agreement, the Company will pay an aggregate of up to $60
million (the Purchase Price), with $50 million cash (subject to
adjustment as described below), with $40 million payable at
closing and $10 million payable 60 days following the closing if
no Antitrust Investigation (as defined in the Agreement) shall
have commenced (or at a later date if an Antitrust Investigation
is subsequently resolved without the imposition of an Antitrust
Restraint). The remaining $10 million will be payable in the form
of two promissory notes, one which will mature 18 months after
the closing and the other which will mature 36 months after the
closing (the Notes) which will bear interest at the rate of 3%
per annum, and which will be subject to a right of set-off as
partial security for the indemnification obligations of targets
stockholders under the Agreement.The total purchase price is
subject to adjustment based on the amount of the Targets and its
subsidiaries consolidated working capital at closing, the amount
of consolidated cash on hand of Target and its subsidiaries at
closing, transaction expenses, indebtedness at closing and any
bonus payments to be paid to employees of Target or its
subsidiaries.
The closing of the Merger is subject to various conditions,
including accuracy of representations and warranties in all
material respects, satisfaction of closing conditions, specified
numbers of employees agreeing to employment arrangements with the
Company and other conditions.The closing is intended to occur on
January 5, 2017.
The description contained in Item 1.01 of certain terms of the
Agreement is qualified in its entirety by reference to the full
text of the Agreement, a copy of which will be filed as an
exhibit to the Companys Quarterly Report on Form 10-Q.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Reference is made to the description of the Agreement set forth
in Item 1.01 above.The Company intends to fund the cash portion
of the purchase price with a five-year term loan (the Loan) of
$50 million, which will bear interest at a rate of LIBOR plus
8.25%. The definitive agreement for the Loan will be entered into
at the closing of the Merger.
Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective December 31, 2016, Christopher Larsens employment with
the Company will end.
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Item 7.01 |
Regulation FD Disclosure |
On December 12, 2016, Model N, Inc. announced it has appointed
Russell Mellott as Senior Vice President, Chief Revenue Officer,
effective January 3, 2017.
The information contained in this Item 7.01 of this current
report on Form 8-K shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
About MODEL N, INC. (NYSE:MODN)
Model N, Inc. is a provider of revenue management solutions for life science and technology companies. The Company’s solutions enable its customers to maximize revenues and reduce revenue compliance risk by transforming their revenue life cycle from a series of tactical, disjointed operations into a strategic end-to-end process. The Company’s solutions include Revenue Enterprise Cloud, Revenue Intelligence Cloud and Revvy Revenue Management. The Company provides solutions that span the organizational and operational boundaries of functions, such as sales, marketing and finance, and serve as a system of record for revenue management processes, including pricing, contracts, rebates, incentives and regulatory compliance. The Company’s application suites are designed to work with enterprise resource planning (ERP) and customer relationship management (CRM) applications. The Company also offers implementation services, managed services, strategic services and customer support. MODEL N, INC. (NYSE:MODN) Recent Trading Information
MODEL N, INC. (NYSE:MODN) closed its last trading session down -0.45 at 9.15 with 110,835 shares trading hands.