| Abstrakt: |
BERWYN, Pa., Nov. 26, 2024 /PRNewswire/ -- Envestnet, Inc. (the "Company"), yesterday announced that, pursuant to that certain Agreement and Plan of Merger, dated as of July 11, 2024, by and among the Company, BCPE Pequod Buyer, Inc. ("Parent"), a Delaware corporation, and BCPE Pequod Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. At the effective time of the Merger, each share of common stock, par value $0.005 per share, of the Company (the "Common Shares") (other than any Common Shares (i) owned by Parent (or any of its affiliates), Merger Sub or the Company or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates), Merger Sub or the Company, (ii) that are Rollover Shares (as defined in the Merger Agreement), (iii) held in treasury of the Company, and (iv) as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled, extinguished and converted into the right to receive $63.15 in cash per one Common Share. As a result, a Share Exchange Event and a Make-Whole Fundamental Change occurred under each of the Indenture, dated as of August 20, 2020, among the Company, the guarantor party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), which governs the Company's 0.75% Convertible Notes due 2025 (the "2025 Notes") (such indenture, the "2025 Indenture") and the Indenture, dated of November 17, 2022, among the Company, the guarantor party thereto and the Trustee, which governs the Company's 2.625% Convertible Notes due 2027 (the "2027 Notes", and together with the 2025 Notes, collectively and individually, the "Notes") (such indenture, the "2027 Indenture", and together with the 2025 Indenture, collectively, the "Indentures", and each, an "Indenture", as applicable), triggering the adjustments to the conversion rights as described below. The effective date of the Share Exchange Event and Make-Whole Fundamental Change was November 25, 2024 (the "Effective Date"). Capitalized terms used and not defined herein have the meanings ascribed to them in the applicable Indenture. [ABSTRACT FROM PUBLISHER] |
