Item 1.01. Entry into a Material Definitive Agreement.
On April 17, 2016, Cvent, Inc. (“Cvent” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Papay Holdco, LLC (“Parent”) and Papay Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with
the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of Vista Equity Partners Fund VI, L.P. (“Fund VI”) and Vista Holdings Group, L.P. (“Holdings”, and together
with Fund VI, the “Vista Funds”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
At the Effective Time of the Merger, each share of common stock, par value $0.001 per share, of the Company (the “Company Common
Stock”) issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an
amount equal to $36.00, without interest thereon (the “Per Share Price”). Company Stock-Based Awards and Company Options will be cancelled and converted into the right to receive the Per Share Price, less the exercise price per share
underlying such Company Stock-Based Awards and Company Options, if any, unless otherwise mutually agreed between the Company and Parent prior to the Closing.
Pursuant to equity commitment letters dated April 17, 2016, the Vista Funds have committed to provide Parent, at the Effective Time, with
equity contributions for up to the full amount of the aggregate purchase price on the terms and subject to the conditions set forth in each equity commitment letter. The Company is a third party beneficiary of the equity commitment letters.
Consummation of the Merger is subject to certain conditions, including, without limitation, (i) the receipt of the necessary approval of
the Merger from the Company’s stockholders; (ii) the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval under the
antitrust and competition laws of Austria; and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger.
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the
operation of the business of the Company and its Subsidiaries prior to the Effective Time. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide
information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals. However, prior to the receipt of the necessary stockholder approval, such solicitation restrictions are
subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an
alternative acquisition proposal if the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative acquisition proposal either constitutes a Superior Proposal or is
reasonably likely to lead to a Superior Proposal and the failure to explore the alternative acquisition proposal would be inconsistent with the directors’ fiduciary duties pursuant to applicable law. The parties have also agreed to use their
reasonable best efforts to consummate the Merger.
The Merger Agreement contains certain termination rights for the Company and Parent.
Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee. If the Merger Agreement is terminated in connection with the Company accepting a Superior Proposal or due to the
Company Board’s withdrawal of its recommendation of the Merger, then the termination fee payable by the Company to Parent will be $45.3 million. This termination fee will also be payable if the Merger Agreement is terminated under certain
circumstances and prior to such termination, a proposal to acquire at least 50% of the Company’s stock or assets is publicly announced or disclosed and the Company enters into an agreement for, or completes, any transaction involving the
acquisition of at least 50% of its stock or assets within one year of the termination.
In addition to the foregoing termination rights,
and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by October 17, 2016 (the “Termination Date”), although the Company or Parent may extend the Termination Date to
April 17, 2017 if antitrust approvals have not been received by the Terminate Date and other conditions are met.
On April 17, 2016,
concurrently with the execution of the Merger Agreement, Parent and Merger Sub entered into voting and support agreements (the “Voting and Support Agreements”) with certain of the Company’s directors, executive officers and certain
stockholders, who together hold approximately 25% of the currently outstanding common stock of the Company.
Pursuant to the Voting and Support Agreements, the signatories to the Voting and Support Agreements agreed, among other things, to vote all of their shares in favor of the Merger Agreement and
the transactions contemplated thereby, and against any Acquisition Proposal or other action that would impede the consummation of the Merger. The Voting and Support Agreements, and all obligations thereunder, terminate upon the termination of
the Merger Agreement.
The foregoing descriptions of the Merger Agreement and the transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement contains representations and warranties by each of Parent, Merger Sub and the Company. These representations and
warranties were made solely for the benefit of the parties to the Merger Agreement and:
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should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement;
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may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and
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were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.
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On April 18, 2016, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
