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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF YODLEE, INC.
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206863

LOGO

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Yodlee, Inc.:

         As previously announced, on August 10, 2015, Yodlee, Inc., a Delaware corporation ("Yodlee"), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "merger agreement") with Envestnet, Inc., a Delaware corporation ("Envestnet"), and Yale Merger Corp., a Delaware corporation and a wholly owned subsidiary of Envestnet ("Merger Sub"), pursuant to which Merger Sub will merge with and into Yodlee (the "merger") and the separate corporate existence of Merger Sub will cease and Yodlee will become a wholly owned subsidiary of Envestnet. If the merger is consummated, Yodlee will no longer be a publicly held corporation.

         The merger requires the approval of the holders of a majority of the outstanding shares of Yodlee's common stock, par value $0.001 ("Yodlee common stock"). We are asking you to vote to adopt the merger agreement. If the merger agreement is adopted and the merger is completed, each share of Yodlee common stock (other than (i) shares of Yodlee common stock as to which the holders thereof have properly exercised appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law (the "DGCL") and (ii) shares of Yodlee common stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet) will be converted into the right to receive (i) $10.78 in cash and (ii) the number of validly issued, fully paid and non-assessable shares of Envestnet common stock, par value $0.005 ("Envestnet common stock"), as set forth in the merger agreement and described in this proxy statement/prospectus.

         Your vote is very important. The record date for determining the stockholders entitled to receive notice of, and to vote at, the special meeting of Yodlee stockholders (the "Yodlee special meeting") to consider the proposals set forth in this proxy statement/prospectus is October 12, 2015. We cannot complete the merger unless Yodlee stockholders holding a majority of the outstanding shares of Yodlee common stock as of the close of business on the record date vote in favor of the adoption of the merger agreement at the Yodlee special meeting. Whether or not you expect to attend the Yodlee special meeting in person, if you are the record holder of shares of Yodlee common stock, we urge you to submit a proxy to vote your shares as promptly as possible by either: (1) logging onto the website provided on your proxy card and following the instructions; (2) dialing the phone number on your proxy card and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Yodlee special meeting. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by the record holder, as appropriate.

         In addition, at the Yodlee special meeting you also will be asked to approve the adjournment of the Yodlee special meeting under certain circumstances.

         The Yodlee Board of Directors (the "Yodlee Board") has unanimously (i) determined that the terms of the merger agreement and transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Yodlee and its stockholders, (ii) declared the advisability of the merger agreement, (iii) approved the merger agreement and transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions therein, (iv) recommended that Yodlee's stockholders adopt the merger agreement in accordance with the DGCL, and (v) directed that the adoption of the merger agreement be submitted for consideration of Yodlee's stockholders at a meeting duly called and held for such purpose. The Yodlee Board unanimously recommends that Yodlee stockholders vote "FOR" each of the proposals set forth above.

         The obligations of Envestnet and Yodlee to complete the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about Envestnet, Yodlee, the merger agreement and the transactions contemplated thereby, including the merger, is contained in this proxy statement/prospectus.

         For a discussion of risk factors that you should consider in evaluating the merger, see the section entitled "Risk Factors" beginning on page 62 of this proxy statement/prospectus. The market price of Envestnet common stock will continue to fluctuate following the date of the Yodlee special meeting. Consequently, at the time of the Yodlee special meeting, the value of the stock consideration will not yet be determined.

         We urge you to read the attached proxy statement/prospectus carefully and in its entirety.

    Sincerely,

 

 


GRAPHIC
    Anil Arora
    President, Chief Executive Officer
and Chairman of the Board of Directors
Yodlee, Inc.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated October 14, 2015, and is first being mailed to Yodlee stockholders on or about October 21, 2015.


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LOGO

YODLEE, INC.
3600 Bridge Parkway, Suite 200
Redwood City, CA 94065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On November 19, 2015

Dear Stockholders of Yodlee, Inc.:

        Envestnet, Inc., a Delaware corporation ("Envestnet"), Yale Merger Corp., a Delaware corporation and a wholly owned subsidiary of Envestnet ("Merger Sub"), and Yodlee, Inc., a Delaware corporation ("Yodlee"), have entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into Yodlee (the "merger") and the separate corporate existence of Merger Sub will cease and Yodlee will become a wholly owned subsidiary of Envestnet. We are pleased to invite you to attend a special meeting of stockholders of Yodlee (the "Yodlee special meeting") that is being held in connection with the merger. The Yodlee special meeting will be held at Yodlee's principal executive offices located at 3600 Bridge Parkway, Suite 200, Redwood City, CA 94065 on November 19, 2015, at 10:00 a.m., California time, to consider and vote upon the following matters:

    a proposal to adopt the Agreement and Plan of Merger, dated as of August 10, 2015 (as it may be amended from time to time, the "merger agreement"), by and among Envestnet, Merger Sub and Yodlee, a copy of which is included as Appendix A to the proxy statement/prospectus of which this notice forms a part; and

    a proposal to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal.

        Yodlee stockholders will have the right to receive merger consideration upon completion of the merger for each of their shares of Yodlee common stock, par value $0.001 ("Yodlee common stock"), in the form of cash and shares of Envestnet common stock, par value $0.005 ("Envestnet common stock"). However, because the value of the merger consideration will fluctuate with the market price of Envestnet common stock, Yodlee stockholders will not know at the time that they vote on the adoption of the merger agreement the number of shares of Envestnet common stock they will receive in the merger.

        Completion of the merger is conditioned on, among other things, adoption of the merger agreement by Yodlee stockholders. It is the parties' expectation that, subject to the satisfaction of the conditions to the closing of the merger, the merger will be consummated within three business days following the Yodlee special meeting. However, it is possible that factors outside the control of Envestnet and Yodlee could result in the closing of the merger being completed a substantial amount of time after the date on which the Yodlee special meeting is held.

        Yodlee will transact no other business at the Yodlee special meeting except such business as may properly be brought before the Yodlee special meeting or any adjournment or postponement thereof. Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Yodlee special meeting.

        The Yodlee Board has unanimously (i) determined that the terms of the merger agreement and transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Yodlee and its stockholders, (ii) declared the advisability of the merger agreement, (iii) approved the merger agreement and transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions therein, (iv) recommended that Yodlee's stockholders adopt the merger agreement in accordance with the Delaware General Corporation Law and (v) directed that the adoption of the merger agreement be submitted for consideration of Yodlee's


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stockholders at a meeting duly called and held for such purpose. The Yodlee Board unanimously recommends that Yodlee stockholders vote "FOR" each of the proposals set forth above.

        The Yodlee Board has fixed the close of business on October 12, 2015 as the record date for determination of Yodlee stockholders entitled to receive notice of, and to vote at, the Yodlee special meeting or any adjournments thereof. Only holders of record of Yodlee common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Yodlee special meeting. A list of the names of Yodlee stockholders of record will be available for ten days prior to the Yodlee special meeting for any purpose germane to the Yodlee special meeting between the regular business hours of 9:00 a.m. and 5:00 p.m., California time, at Yodlee's headquarters, 3600 Bridge Parkway, Suite 200, Redwood City, CA 94065. The Yodlee stockholder list will also be available at the Yodlee special meeting during the whole time thereof for examination by any stockholder present at such meeting.

        Adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Yodlee common stock as of the record date for the Yodlee special meeting. Approval of the proposal to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal requires the affirmative vote of the holders of a majority of the shares of Yodlee common stock entitled to vote at the Yodlee special meeting and present in person or represented by proxy.

        Your vote is very important. Whether or not you expect to attend the Yodlee special meeting in person, if you are the record holder of shares of Yodlee common stock, we urge you to submit a proxy to vote your shares as promptly as possible by either: (1) logging onto the website provided on your proxy card and following the instructions; (2) dialing the phone number on your proxy card and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Yodlee special meeting. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by the record holder, as appropriate.

        The enclosed proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read carefully and in their entirety the proxy statement/prospectus of which this notice forms a part, including any documents incorporated by reference, and the Appendices. In particular, we urge you to carefully read the section entitled "Risk Factors" beginning on page 62 of the attached proxy statement/prospectus. If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Yodlee common stock, please contact Yodlee's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

  By Order of the Board of Directors of Yodlee, Inc.,

 

 


GRAPHIC

  Anil Arora
President, Chief Executive Officer and Chairman of the Board of Directors

Redwood City, California

October 21, 2015


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  Page  

ABOUT THIS DOCUMENT

    1  

WHERE YOU CAN FIND MORE INFORMATION

    1  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    2  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    3  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE YODLEE SPECIAL MEETING

    6  

SUMMARY

    16  

The Companies

    16  

The Merger

    17  

The Merger Agreement

    17  

Effects of the Merger

    17  

Consideration to be Received in the Merger

    17  

Treatment of Yodlee Equity Awards

    18  

The Voting Agreement

    19  

Recommendation of the Yodlee Board

    20  

Opinion of Yodlee's Financial Advisor

    20  

Interests of Yodlee's Directors and Executive Officers in the Merger

    20  

Regulatory Clearances Required for the Merger

    20  

Effective Time and Completion of the Merger

    21  

Conditions to Completion of the Merger

    21  

No Solicitation

    23  

Termination of the Merger Agreement

    23  

Expenses and Termination Fees; Liability for Breach

    24  

Accounting Treatment

    24  

Appraisal Rights

    25  

Litigation Related to the Merger

    25  

Listing of Envestnet Shares

    25  

Delisting and Deregistration of Shares of Yodlee Common Stock

    25  

Material United States Federal Income Tax Consequences

    26  

The Yodlee Special Meeting

    26  

Comparison of Stockholders' Rights

    27  

Dividends

    27  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENVESTNET

    28  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF YODLEE

    30  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    33  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    58  

Comparative Per Share Market Price Information

    58  

Comparative Stock Prices and Dividends

    59  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    60  

RISK FACTORS

    62  

Risks Relating to the Merger

    62  

Risks Relating to the Combined Company Upon Completion of the Merger

    66  

Risks Relating to Envestnet's Business

    68  

Risks Relating to Yodlee's Business

    68  

INFORMATION ABOUT THE COMPANIES

    91  

Envestnet

    91  

Yodlee

    91  

Yale Merger Corp. 

    92  

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THE YODLEE SPECIAL MEETING

    92  

Date, Time and Place

    92  

Purpose of the Yodlee Special Meeting

    92  

Recommendation of the Yodlee Board

    92  

Yodlee Record Date; Stockholders Entitled to Vote

    93  

The Voting Agreement

    93  

Quorum

    93  

Required Vote

    94  

Failures to Vote, Broker Non-Votes and Abstentions

    94  

Voting at the Yodlee Special Meeting

    94  

Voting in Person

    95  

Voting by Proxy

    95  

How Proxies Are Counted

    96  

Revocation of Proxies

    96  

Solicitation of Proxies

    96  

Adjournments or Postponements

    97  

YODLEE PROPOSALS

    97  

Yodlee Proposal 1: Adoption of the Merger Agreement

    97  

Yodlee Proposal 2: Adjournment of the Yodlee Special Meeting

    98  

THE MERGER

    98  

Effects of the Merger

    98  

Background of the Merger

    99  

Recommendation of the Yodlee Board; Yodlee's Reasons for the Merger

    106  

Opinion of Yodlee's Financial Advisor

    111  

Certain Yodlee Prospective Financial Information

    122  

Interests of Yodlee's Directors and Officers in the Merger

    126  

Envestnet's Reasons for the Merger

    135  

Regulatory Clearances Required for the Merger

    137  

Dividends

    138  

Listing of Envestnet Shares

    138  

Delisting and Deregistration of Yodlee Common Stock

    138  

Accounting Treatment

    138  

Financing of the Merger

    138  

Appraisal Rights

    139  

Litigation Related to the Merger

    143  

Restrictions on the Shares of Envestnet Common Stock Received in the Merger

    144  

THE MERGER AGREEMENT

    145  

Terms of the Merger

    145  

Effective Time and Completion of the Merger

    145  

Consideration to be Received in the Merger

    146  

Adjustment to Merger Consideration

    147  

Fractional Shares

    147  

Conversion of Shares; Exchange of Certificates

    148  

Exchange of Certificates

    148  

Withholding

    148  

Treatment of Yodlee Equity Awards

    149  

Yodlee Special Meeting

    150  

Representations and Warranties

    150  

Conduct of Business

    153  

No Solicitation

    156  

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The Yodlee Board's Recommendation

    157  

Indemnification and Insurance

    158  

Employee Benefit Plans

    159  

Reasonable Best Efforts

    160  

Other Covenants and Agreements

    161  

Conditions to Completion of the Merger

    161  

Termination of the Merger Agreement

    163  

Expenses and Termination Fees; Liability for Breach

    164  

Specific Performance

    165  

THE VOTING AGREEMENT

    165  

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

    166  

U.S. Holders

    167  

Non-U.S. Holders

    167  

CERTAIN BENEFICIAL OWNERS OF YODLEE COMMON STOCK

    169  

DESCRIPTION OF ENVESTNET CAPITAL STOCK

    172  

COMPARISON OF STOCKHOLDERS' RIGHTS

    175  

DESCRIPTION OF YODLEE'S BUSINESS

    181  

YODLEE'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    202  

FUTURE STOCKHOLDER PROPOSALS

    229  

Envestnet

    229  

Yodlee

    229  

LEGAL MATTERS

    230  

EXPERTS

    230  

OTHER MATTERS

    231  

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS

    231  

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ABOUT THIS DOCUMENT

        This document, which forms part of a Registration Statement on Form S-4 filed by Envestnet, Inc., a Delaware corporation ("Envestnet") with the Securities and Exchange Commission (the "SEC"), constitutes a prospectus of Envestnet under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Envestnet common stock, par value $0.005 per share ("Envestnet common stock"), to be issued to Yodlee (defined below) stockholders pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 (as it may be amended from time to time, the "merger agreement"), by and among Envestnet, Yale Merger Corp., a Delaware corporation and a wholly owned subsidiary of Envestnet ("Merger Sub"), and Yodlee, Inc., a Delaware corporation ("Yodlee"), pursuant to which Merger Sub will merge with and into Yodlee (the "merger") and the separate corporate existence of Merger Sub will cease and Yodlee will become a wholly owned subsidiary of Envestnet. This document also constitutes a proxy statement of Yodlee under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Yodlee special meeting (the "Yodlee special meeting") at which Yodlee stockholders will be asked to vote upon, among other things, the proposal to adopt the merger agreement.

        You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus or the date of the SEC filing incorporated by reference herein, as applicable. Neither the mailing of this proxy statement/prospectus to Yodlee stockholders nor the issuance by Envestnet of Envestnet common stock in connection with the merger will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Envestnet has been provided by Envestnet and information contained in this proxy statement/prospectus regarding Yodlee has been provided by Yodlee.

        All references in this proxy statement/prospectus to "Envestnet" refer to Envestnet, Inc., a Delaware corporation, and, unless the context otherwise requires, to its affiliates (which do not include Yodlee); all references in this proxy statement/prospectus to "Yodlee" or the "Company" refer to Yodlee, Inc., a Delaware corporation, and, unless the context otherwise requires, to its affiliates (which do not include Envestnet); all references in this proxy statement/prospectus to "Merger Sub" refer to Yale Merger Corp., a Delaware corporation and a wholly owned subsidiary of Envestnet; and unless otherwise indicated or as the context requires, all references in this proxy statement/prospectus to "we," "us," and "our" refer to Envestnet and Yodlee, collectively.


WHERE YOU CAN FIND MORE INFORMATION

        Both Envestnet and Yodlee file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. You may read and copy any materials that either Envestnet or Yodlee files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 ((800) 732-0330) for further information on the Public Reference Room. In addition, Envestnet and Yodlee file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from Envestnet at http://www.envestnet.com under the "Investor Relations" link and then under the link "SEC Filings," or from Yodlee by accessing Yodlee's website at

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http://www.yodlee.com under the "Investor Relations" link and then under the link "Financials & Filings." The information contained on, or that may be accessed through, Envestnet's and Yodlee's websites is not incorporated by reference into, and is not a part of, this proxy statement/prospectus.

        Envestnet has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part with respect to the Envestnet common stock to be issued in the merger. This proxy statement/prospectus constitutes the prospectus of Envestnet filed as part of the registration statement. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits in the SEC's reading room at the address set forth above. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference certain documents that Envestnet has previously filed with the SEC and documents that Envestnet may file with the SEC after the date of this proxy statement/prospectus and prior to the date of the Yodlee special meeting. These documents contain important information about Envestnet and its financial condition. See the section entitled "Incorporation of Certain Documents by Reference" of this proxy statement/prospectus. These documents are available without charge to you upon written or oral request to Envestnet at the following address or phone number:

Envestnet, Inc.
35 East Wacker Drive, Suite 2400
Chicago, Illinois 60601
(312) 827-2800
Attn: Investor Relations
Email: investor.relations@envestnet.com

        In addition, if you have questions about the merger or the Yodlee special meeting, or if you need to obtain copies of the accompanying proxy statement/prospectus, proxy cards or other documents incorporated by reference in this proxy statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

        To obtain timely delivery of these documents before the Yodlee special meeting, you must request the information no later than November 12, 2015.

        Envestnet common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "ENV," and Yodlee common stock, par value $0.001 per share ("Yodlee common stock"), is traded on the Nasdaq Global Select Market ("NASDAQ") under the symbol "YDLE."


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows Envestnet to incorporate certain information into this proxy statement/prospectus by reference to other information that has been filed with the SEC. The information incorporated by reference is deemed to be part of this proxy statement/prospectus, except for any information that is superseded by information in this proxy statement/prospectus. The documents that are incorporated by reference contain important information about Envestnet and you should read this proxy statement/

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prospectus together with any other documents incorporated by reference in this proxy statement/prospectus.

        This proxy statement/prospectus incorporates by reference the following documents that have previously been filed with the SEC by Envestnet (File No. 001-34835):

    Annual Report on Form 10-K for the year ended December 31, 2014;

    Quarterly Report on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015;

    Definitive Proxy Statement on Schedule 14A for the annual meeting of stockholders on May 13, 2015 and filed on April 13, 2015 (only those portions incorporated by reference in Envestnet's Form 10-K);

    Current Reports on Form 8-K filed on February 10, 2015, as amended on February 11, 2015, May 6, 2015, May 15, 2015 and August 10, 2015 (Items 1.01, 7.01 and 9.01);

    Current Report on Form 8-K/A filed on December 5, 2014 (Exhibit 99.1 only);

    Unaudited condensed consolidated financial statements for the nine months ended September 30, 2014 and 2013 of Placemark Holdings, Inc. and subsidiary filed as Exhibit 99.3 to the registration statement of which this proxy statement/prospectus is a part; and

    The description of Envestnet common stock contained in the Registration Statement on Form 8-A filed on July 28, 2010, including any amendments or reports filed for the purposes of updating such description.

        In addition, Envestnet is incorporating by reference any documents it may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and prior to the date of the Yodlee special meeting; provided, however, that Envestnet is not incorporating by reference any information furnished (but not filed), except as otherwise specified herein.

        The SEC does not permit Yodlee to incorporate by reference information into this proxy statement/prospectus because it does not yet meet the requirements for use of Form S-3.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus and the documents incorporated by reference contain forward-looking statements regarding future events and Envestnet's and Yodlee's future results within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, in particular, statements about Envestnet's and Yodlee's plans, objectives, strategies and prospects. These statements are based on Envestnet's and Yodlee's current expectations and projections about future events and are identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "expected," "intend," "will," "may," or "should" or the negative of those terms or variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of Envestnet's future or Yodlee's financial performance, Envestnet's or Yodlee's anticipated growth and trends in Envestnet's or Yodlee's business and other characteristics of future events or circumstances are forward-looking statements. Forward-looking statements could be affected by factors, including, without limitation:

    the risk that Yodlee stockholders may fail to approve the proposal to adopt the merger agreement,

    the risk that required governmental approvals for the merger will not be obtained,

    the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy the closing conditions of the merger agreement,

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    the risk that Envestnet and Yodlee will be unable to consummate the merger on the terms set forth in the merger agreement for any reason,

    Envestnet's and Yodlee's inability to accurately predict market needs, failure to achieve solution wins with customers or the market's failure to accept Envestnet's and Yodlee's new products and technologies,

    fluctuations in Envestnet's and Yodlee's operating results, which may be influenced by, among other things, changes in financial services industry conditions,

    Envestnet's and Yodlee's ability to retain key employees and customers and suppliers,

    difficulty in sustaining rapid revenue growth, which may place significant demands on Envestnet's and Yodlee's administrative, operational and financial resources,

    fluctuations in Envestnet's and Yodlee's revenue,

    the concentration of nearly all of Envestnet's revenues from the delivery of investment solutions and services to clients in the financial advisory industry,

    the impact of market and economic conditions on Envestnet's or Yodlee's revenues,

    Envestnet's reliance on a limited number of clients for a material portion of its revenue,

    the renegotiation of fee percentages or termination of Envestnet's or Yodlee's services by its clients,

    Envestnet's and Yodlee's ability to identify potential acquisition candidates, complete acquisitions and successfully integrate acquired companies, including the merger,

    compliance failures,

    regulatory actions against Envestnet or Yodlee's,

    the failure to protect Envestnet's or Yodlee's intellectual property rights,

    Envestnet's inability to successfully execute the conversion of its clients' assets from their technology platform to Envestnet's technology platform in a timely and accurate manner,

    general economic conditions, political and regulatory conditions,

    the impact of fluctuations in interest rates on Envestnet's business,

    fluctuations in labor relations, competitive actions taken by other financial services businesses or other competitors, terrorist attacks or natural disasters,

    market conditions and Envestnet's ability to issue additional debt and equity, and

    management's response to these factors.

        In addition, there may be other factors of which Envestnet and Yodlee are not presently aware or that Envestnet and Yodlee currently deem immaterial that could cause the actual results to be materially different from the results referenced in the forward-looking statements. All forward-looking statements contained in this proxy statement/prospectus and documents incorporated herein by reference are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and Envestnet and Yodlee do not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. If Envestnet or Yodlee does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements.

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        Although Envestnet and Yodlee believe that their plans, intentions and expectations are reasonable, they may not achieve their plans, intentions or expectations.

        These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from the forward-looking statements Envestnet and Yodlee make in this proxy statement/prospectus are set forth under the section entitled "Risk Factors;" accordingly, investors should not place undue reliance upon these forward-looking statements. Envestnet and Yodlee undertake no obligation to update any of the forward-looking statements after the date of this proxy statement/prospectus to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

        You should read this proxy statement/prospectus and the documents incorporated by reference herein completely and with the understanding that actual future results, levels of activity, performance and achievements may be different from what Envestnet and Yodlee expect and that these differences may be material. Envestnet and Yodlee qualify all of the forward-looking statements in this proxy statement/prospectus by these cautionary statements.

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QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE YODLEE SPECIAL MEETING

        The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the Yodlee special meeting. These questions and answers may not address all questions that may be important to you as a Yodlee stockholder. Please refer to the section entitled "Summary" beginning on page 16 of this proxy statement/prospectus and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled "Where You Can Find More Information" beginning on page 1 of this proxy statement/prospectus.

Q:    Why am I receiving this proxy statement/prospectus and proxy card?

A:
Yodlee has agreed to combine with Envestnet under the terms of the merger agreement that are described in this proxy statement/prospectus. If the merger agreement is adopted by Yodlee stockholders and the other conditions to closing under the merger agreement are satisfied or waived, Merger Sub will merge with and into Yodlee and the separate corporate existence of Merger Sub will cease and Yodlee will continue as the surviving corporation and become a wholly owned subsidiary of Envestnet. As a result of the merger, Yodlee will no longer be a publicly held company. Following the merger, Yodlee common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and Yodlee will no longer be required to file periodic reports with the SEC.

    Yodlee is holding the Yodlee special meeting to ask its stockholders to consider and vote upon a proposal to adopt the merger agreement. Yodlee stockholders are also being asked to consider and vote upon a proposal to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal.

    This proxy statement/prospectus includes important information about the merger and the merger agreement, a copy of which is attached as Appendix A to this proxy statement/prospectus, and the Yodlee special meeting. Yodlee stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the Yodlee special meeting in person.

Q:    Does my vote matter?

A:
Yes. The merger cannot be completed unless the merger agreement is adopted by the Yodlee stockholders. For stockholders, if you fail to submit a proxy or vote in person at the Yodlee special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote "AGAINST" the adoption of the merger. The Yodlee Board of Directors (the "Yodlee Board") unanimously recommends that stockholders vote "FOR" the adoption of the merger agreement.

Q:    What is the vote required to approve each proposal at the Yodlee special meeting?

A:
The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Yodlee common stock entitled to vote thereon. Because the affirmative vote required to adopt the merger agreement is based upon the total number of outstanding shares of Yodlee common stock, if you fail to submit a proxy or vote in person at the Yodlee special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee

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    with instructions (a "broker non-vote"), as applicable, this will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

    The approval of adjournments of the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Yodlee special meeting to adopt the merger agreement requires the affirmative vote of the holders of a majority of shares of Yodlee common stock present in person or represented by proxy and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the adjournment proposal, and failures to vote and broker non-votes will have no effect.

    See the sections entitled "The Yodlee Special Meeting—Quorum" beginning on page 93 of this proxy statement/prospectus and "—Required Vote" beginning on page 94 of this proxy statement/prospectus.

Q:    How does the Yodlee Board recommend that I vote at the Yodlee special meeting?

A:
The Yodlee Board unanimously recommends that Yodlee stockholders vote "FOR" the adoption of the merger agreement and "FOR" adjournments of the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Yodlee special meeting to adopt the merger agreement. See the section entitled "The Merger—Recommendation of the Yodlee Board; Yodlee's Reasons for the Merger" beginning on page 106 of this proxy statement/prospectus.

Q:    What will I receive if the merger is completed?

A:
If the merger is completed, each share of Yodlee common stock issued and outstanding immediately prior to the completion of the merger, except for (i) shares of Yodlee common stock as to which the holders thereof have not voted in favor of the merger or consented thereto in writing and have demanded appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law ("DGCL") and have not effectively withdrawn or lost their rights to appraisal and (ii) shares of Yodlee common stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet, will be converted into the right to receive (i) $10.78 in cash (the "per share cash consideration") plus (ii) a number of shares of Envestnet common stock determined by dividing $8.10 by the volume weighted average of the sales price per share of Envestnet common stock for the ten full trading days ending on and including the second full trading day prior to the closing of the merger, subject to adjustment pursuant to the terms and conditions of the merger agreement (such volume weighted average of the sales price per share of Envestnet common stock, the "Envestnet stock value" and such number of shares of Envestnet common stock, the "per share stock consideration," together with the per share cash consideration, the "merger consideration"). If the Envestnet stock value is less than $39.006, then the Envestnet stock value will be equal to $39.006 and if the Envestnet stock value is greater than $47.674, then the Envestnet stock value will be equal to $47.674.

    In the event that the aggregate number of shares of Envestnet common stock issuable upon completion of the merger plus the maximum number of shares of Envestnet common stock issuable, including shares of restricted stock and shares of Envestnet common stock subject to restricted stock awards of Envestnet issuable pursuant to the merger agreement (the "total stock amount"), would be equal to or greater than 19.9% of the shares of Envestnet common stock outstanding as of immediately prior to the effective time (such amount, the "stock threshold"), the per share stock consideration will be decreased to the minimum extent necessary, such that the total stock amount will not exceed the stock threshold. In that event, the per share cash consideration will be increased by an amount equal to the product of (A) the amount of such

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    reduction in the per share stock consideration pursuant to the preceding sentence multiplied by (B) the Envestnet stock value; provided that (i) the aggregate per share cash consideration will in no event be increased by greater than $32.0 million and (ii) the total stock amount will in no event exceed the stock threshold.

    As a result of the various limitations described above, the per share stock consideration will never be less than 0.1699 shares of Envestnet common stock or more than 0.1861 shares of Envestnet common stock. Furthermore, if the Envestnet stock value is at or below $43.52, the per share cash consideration will begin to increase until the Envestnet stock value is at $39.01 at which time the per share cash consideration would be fixed at $11.7579.

Q:    What is the value of the per share consideration?

A:
The exact value of the per share consideration that Yodlee stockholders will receive will depend on the average price per share at which Envestnet common stock trades during a period leading up to the merger. Such average price will not be known at the time of the Yodlee special meeting and may be less than the current price or the price at the time of the Yodlee special meeting. Based on the closing stock price of Envestnet common stock on the NYSE on August 7, 2015, the last trading day before public announcement of the merger, of $44.07, and assuming that price was the average stock price, the value of the per share consideration would be $18.88 for each share of Yodlee common stock. Based on the volume weighted average of the sales price per share of Envestnet common stock for the ten full trading days ending on and including the second full trading day prior to the last practicable trading day prior to the date of this proxy statement/prospectus, the value of the per share consideration would be $17.19 for each share of Yodlee common stock. The table set forth under "The Merger Agreement—Consideration to be Received in the Merger", beginning on page 146, sets forth the per share cash consideration, per share stock consideration for various Envestnet stock values and aggregate value of the merger consideration (assuming the trading price of the Envestnet common stock is equal to the Envestnet stock value) at various Envestnet stock values. The market prices of shares of Envestnet common stock and Yodlee common stock are subject to fluctuation. We urge you to obtain current market quotations of Envestnet common stock and Yodlee common stock. See the sections entitled "Where You Can Find More Information" beginning at page 1 of this proxy statement/prospectus and "Comparative Per Share Market Price and Dividend Information" beginning on page 58 of this proxy statement/prospectus.

Q:    What happens if I am eligible to receive a fraction of a share of Envestnet common stock as part of the merger consideration?

A:
If the aggregate number of shares of Envestnet common stock that you are entitled to receive as part of the merger consideration includes a fraction of a share of Envestnet common stock, you will receive cash in lieu of that fractional share. See the section entitled "The Merger Agreement—Fractional Shares" beginning on page 147 of this proxy statement/prospectus.

Q:    What will holders of Yodlee equity awards receive in the merger?

A:
At the effective time of the merger, Yodlee equity awards will be treated as follows:

Vested Options.  Each vested and exercisable stock option granted pursuant to the equity plans of Yodlee that remains outstanding as of immediately prior to the closing of the merger, including options that will become vested as of the closing of the merger (the "vested stock options") will be exercised immediately prior to the closing of the merger via a cashless net exercise. In a cashless net exercise, Yodlee will retain the number of shares of Yodlee common stock that would otherwise be received on the exercise of such vested stock option to cover the exercise

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      price and any applicable tax withholding obligations and to issue the net number of shares of Yodlee common stock to the holder of the vested stock option. At the effective time, each such share of Yodlee common stock will be converted into the right to receive the sum of the per share cash consideration and per share stock consideration described above.

    Unvested Options.  All outstanding Yodlee stock options, other than vested stock options, that remain outstanding as of immediately prior to the closing of the merger (the "unvested stock options") will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The number of restricted shares of Envestnet common stock that will be granted in exchange for each unvested Yodlee stock option will be equal to:

    (a)
    the difference between the value of (i) the sum of (A) the per share cash consideration and (B) the value of the per share stock consideration and (ii) the exercise price per share of such unvested stock option, multiplied by

    (b)
    the total number of shares of Yodlee common stock subject to such unvested stock option and divided by

    (c)
    the Envestnet stock value.

      The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested stock option will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested stock option.

    Restricted Stock Units.  All outstanding Yodlee restricted stock units granted pursuant to the equity plans of Yodlee that remain outstanding as of immediately prior to the closing of the merger (the "unvested RSUs") will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The number of restricted shares of Envestnet common stock that will be issued in exchange for each unvested RSU will be equal to:

    (a)
    the value of the sum of (i) the per share cash consideration and (ii) the value of the per share stock consideration, multiplied by

    (b)
    the total number of shares of Yodlee common stock subject to such unvested RSU and divided by

    (c)
    the Envestnet stock value.

      The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested RSUs will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested RSU.

    To the extent that the treatment of the Yodlee equity awards in the merger that are subject to the applicable laws of any foreign jurisdiction is not consistent with the laws of such jurisdiction or would result in adverse tax consequences to the award holder, Yodlee, the surviving corporation, and/or Envestnet, Yodlee and Envestnet may adjust the treatment of such affected equity awards to so comply or avoid adverse tax consequences in a manner that yields the award holder the intended economic benefit as described above.

Q:    What will happen to Yodlee as a result of the merger?

A:
If the merger is completed, Merger Sub will be merged with and into Yodlee and the separate corporate existence of Merger Sub will cease and Yodlee will continue as the surviving corporation and become a wholly owned subsidiary of Envestnet. The surviving corporation will be renamed "Yodlee -- Envestnet, Inc." upon completion of the merger.

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Q:    What equity stake will Yodlee stockholders hold in Envestnet immediately following the merger?

A:
Based on the number of issued and outstanding shares of Envestnet common stock and Yodlee common stock as of October 12, 2015, and based on the minimum and maximum potential exchange ratios of 0.1699 and 0.1861, respectively, holders of shares of Yodlee common stock as of immediately prior to the closing of the merger will hold, in the aggregate, between approximately 14.6% and 16.0% of the issued and outstanding shares of Envestnet common stock immediately following the closing of the merger. The exact number of shares of Envestnet common stock that will be issued in the merger will not be determined until the exchange ratio is set, which will not be determined until the date of the merger is known.

Q:    When do you expect the merger to be completed?

A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled, "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 161 of this proxy statement/prospectus, including the adoption of the merger agreement by Yodlee stockholders at the Yodlee special meeting, Yodlee and Envestnet expect that the merger will be completed in the fourth quarter of 2015. However, it is possible that factors outside the control of both companies could result in the merger being completed at a different time or not at all.

Q:    What are the material United States federal income tax consequences of the merger to Yodlee stockholders?

A:
The receipt of cash and Envestnet common stock for shares of Yodlee common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash and stock by a U.S. Holder (as defined under the section entitled "Material United States Federal Income Tax Consequences" beginning on page 166 of this proxy statement/prospectus) in exchange for such U.S. Holder's shares of Yodlee common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash and the fair market value of the Envestnet common stock such U.S. Holder receives in the merger and such U.S. Holder's adjusted tax basis in the shares of Yodlee common stock surrendered in the merger. A Non-U.S. Holder (as defined under the section entitled "Material United States Federal Income Tax Consequences" beginning on page 166 of this proxy statement/prospectus) generally will not be subject to U.S. federal income tax with respect to the exchange of Yodlee common stock for cash and Envestnet common stock in the merger unless such Non-U.S. Holder has certain connections to the United States.

    For a more detailed discussion of the material United States federal income tax consequences of the transaction, please see the section entitled "Material United States Federal Income Tax Consequences" beginning on page 166 of this proxy statement/prospectus.

    The tax consequences of the merger to any particular stockholder will depend on that stockholder's particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

Q:    How will I receive the merger consideration to which I am entitled?

A:
After receiving the proper documentation from you, following the effective time, the exchange agent will forward to you the Envestnet common stock and cash to which you are entitled. If you hold certificated shares of Yodlee, you may submit those certificates as well in exchange for the merger consideration. More information on the documentation you are required to deliver to the exchange agent may be found under the section entitled "The Merger Agreement—Conversion of Shares; Exchange of Certificates" beginning on page 148 of this proxy statement/prospectus.

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Q:    What am I being asked to vote on at the Yodlee special meeting?

A:
You are being asked to consider and vote upon (i) a proposal to adopt the merger agreement and (ii) a proposal to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal.

Q:    Who can vote at the Yodlee special meeting?

A:
All holders of record of Yodlee common stock as of the close of business on October 12, 2015, the record date for the Yodlee special meeting, are entitled to receive notice of, and to vote at, the Yodlee special meeting. Each holder of Yodlee common stock is entitled to cast one vote on each matter properly brought before the Yodlee special meeting for each share of Yodlee common stock that such holder owned of record as of the record date.

Q:    When and where is the Yodlee special meeting?

A:
The Yodlee special meeting will be held on November 19, 2015, at 10:00 a.m. California time, at Yodlee's principal executive offices located at 3600 Bridge Parkway, Suite 200, Redwood City, California 94065. Use of cameras, recording devices, computer and other personal electronic devices will not be permitted at the Yodlee special meeting. Photography and video are prohibited at the Yodlee special meeting.

Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares of Yodlee common stock are registered directly in your name with the transfer agent of Yodlee, Computershare Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, to grant a proxy for your vote directly to Yodlee or to a third party to vote at the Yodlee special meeting.

    If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name," and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Yodlee special meeting; however, you may not vote these shares in person at the Yodlee special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the Yodlee special meeting.

Q:    How do I vote in person at the Yodlee special meeting?

A:
If you are a stockholder of record, you may vote in person at the Yodlee special meeting. Please bring proper identification, such as a driver's license, in order to be admitted to the Yodlee special meeting.

    If you hold your shares in "street name," you must bring a proxy executed in your favor from the record holder (your bank, brokerage firm or other nominee) of the shares authorizing you to vote at the Yodlee special meeting. In addition, you will need to provide proof of ownership, such as a recent account statement or letter from your bank, brokerage firm or other nominee, along with proper identification to gain admission to the Yodlee special meeting.

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Q:    If my shares of Yodlee common stock are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:
No. Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Yodlee common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Yodlee common stock. In accordance with the rules of NASDAQ, banks, brokerage firms and other nominees who hold shares of Yodlee common stock in "street name" for their customers have authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the adoption of the merger agreement and adjournments of the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Yodlee special meeting to adopt the merger agreement. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares on such proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote "AGAINST" the adoption of the merger agreement, and will not have an effect on the vote to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Yodlee special meeting to adopt the merger agreement.

Q:    How many votes do I have?

A:
Each Yodlee stockholder is entitled to one vote for each share of Yodlee common stock held of record as of the record date. As of the close of business on the record date, there were 30,819,117 outstanding shares of Yodlee common stock.

Q:    What constitutes a quorum for the Yodlee special meeting?

A:
The presence, in person or represented by proxy, of holders of a majority of all of the outstanding shares of Yodlee common stock entitled to vote at the Yodlee special meeting constitutes a quorum for the purposes of the Yodlee special meeting. A quorum is necessary to transact business at the Yodlee special meeting. Once a share of Yodlee common stock is represented at the Yodlee special meeting, it will be counted for the purpose of determining a quorum at the Yodlee special meeting. Abstentions are counted as shares present and entitled to vote for purposes of establishing a quorum. Failures to vote and broker non-votes will not count as shares present and entitled to vote for purposes of establishing a quorum.

    If a quorum is not present, then (i) the chairperson of the Yodlee special meeting or (ii) the stockholders entitled to vote at the Yodlee special meeting, present in person or represented by proxy, may adjourn the Yodlee special meeting from time to time, without notice other than by announcement at the Yodlee special meeting, to another date, place, if any, and time until a quorum shall be present or represented.

Q:    How do I vote?

A:
Stockholder of Record. If you are a stockholder of record of Yodlee as of October 12, 2015, the record date, you may vote by proxy before the Yodlee special meeting in one of the following ways:

Via the Internet:  By accessing the website specified on the proxy card and following the instructions on the proxy card;

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    By Telephone:  By dialing the toll-free number specified on the proxy card and following the instructions on the proxy card;

    By Mail:  By completing and returning the proxy card in the enclosed prepaid envelope. To be valid, a returned proxy card must be signed and dated; or

    In Person:  By written ballot completed in person at the Yodlee special meeting.

    We encourage you to submit your proxy as soon as possible to ensure that your shares will be represented and voted at the Yodlee special meeting. Submitting a proxy will not affect the right of any Yodlee stockholder to vote in person.

    Beneficial Owner.    If you are a "street name" stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. If you are a "street name" stockholder, you may not vote your shares in person at the Yodlee special meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Q:    How can I change or revoke my vote?

A:
If you are the record holder of shares of Yodlee common stock, you have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before the Yodlee special meeting, by voting again at a later date through any of the methods available to you, by attending the Yodlee special meeting and voting in person, or by giving a signed written notice of revocation to the Corporate Secretary of Yodlee. Written notice of revocation should be mailed to: Yodlee, Inc., 3600 Bridge Parkway, Suite 200, Redwood City, California 94065, Attention: Corporate Secretary.

    If your shares are held in "street name" by your broker, bank or nominee, you should contact your broker, bank or nominee to change your vote.

Q:    If I give a proxy, how are the shares of Yodlee common stock voted?

A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Yodlee common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Yodlee common stock should be voted "FOR" or "AGAINST" or to "ABSTAIN" from voting on all, some or none of the specific items of business to come before the Yodlee special meeting.

    If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted "FOR" the adoption of the merger agreement and "FOR" adjournments of the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Yodlee special meeting to adopt the merger agreement. Only shares of Yodlee common stock affirmatively voted for the applicable proposal, and properly executed proxies that do not contain voting instructions, will be counted as favorable votes for adoption of the merger agreement and the Yodlee adjournment proposal. Abstentions, failures to vote and broker non-votes, if any, will have the same effect as votes "AGAINST" the adoption of the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the Yodlee adjournment proposal. Failures to vote and broker non-votes, if any, will have no effect on the approval of the Yodlee adjournment proposal.

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Q:    What should I do if I receive more than one set of voting materials?

A:
If you hold shares of Yodlee common stock in "street name" and also directly as a record holder or if you hold shares of Yodlee common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Yodlee special meeting. Please complete, sign, date and return each proxy card and voting instruction card that you receive (or cast your vote by telephone or internet as provided on your proxy card or voting instruction card that you receive) or otherwise follow the voting instructions provided in this proxy statement/prospectus in the section entitled "The Yodlee Special Meeting" in order to ensure that all of your shares of Yodlee common stock are voted.

Q:    What happens if I sell my shares of Yodlee common stock before the Yodlee special meeting?

A:
The record date is earlier than both the date of the Yodlee special meeting and the effective time of the merger. If you transfer your shares of Yodlee common stock after the record date but before the Yodlee special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the Yodlee special meeting but will transfer the right to receive the merger consideration to the person to whom you transferred your shares. In order to receive the merger consideration, you must hold your shares through the effective time of the merger.

Q:    Who will solicit and pay the cost of soliciting proxies?

A:
Yodlee is soliciting proxies for the Yodlee special meeting from its stockholders. In accordance with the merger agreement, Yodlee and Envestnet will share equally all fees and expenses in relation to the printing, filing and mailing of this proxy statement/prospectus. Yodlee will pay all of its other costs of soliciting proxies. Yodlee has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Yodlee special meeting. Yodlee estimates that it will pay Innisfree M&A Incorporated a fee of approximately $25,000. Yodlee has agreed to reimburse Innisfree M&A Incorporated for certain out-of-pocket fees and expenses and will also indemnify Innisfree M&A Incorporated and its affiliates against certain claims, liabilities, losses, damages, and expenses. Yodlee will also reimburse banks, brokerage firms, other nominees or their respective agents for their reasonable expenses in forwarding proxy materials to beneficial owners of Yodlee common stock. Yodlee's directors, officers and employees also may solicit proxies by telephone or other means of communication. These persons will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation.

Q:    What do I need to do now?

A:
Even if you plan to attend the Yodlee special meeting in person, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Yodlee special meeting. If you decide to attend the Yodlee special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the Yodlee special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

Q:    Should I send in my share certificates now?

A:
No, please do NOT return your share certificate(s) with your proxy. If the merger agreement is adopted by Yodlee stockholders and the merger is completed, and you hold physical share certificates, you will be sent a letter of transmittal as promptly as reasonably practicable after the completion of the merger describing how you may exchange your shares of Yodlee common stock

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    for the merger consideration. If your shares of Yodlee common stock are held in "street name" through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Yodlee common stock in exchange for the merger consideration.

Q:    Where can I find the voting results of the Yodlee special meeting?

A:
The preliminary voting results will be announced at the Yodlee special meeting. In addition, within four business days following certification of the final voting results, Yodlee intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:    Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares of Yodlee common stock?

A:
Stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section entitled "The Merger—Appraisal Rights" beginning on page 139 of this proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL is attached as Appendix D to this proxy statement/prospectus. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to exercise, appraisal rights.

Q:    Are there any risks that I should consider in deciding whether to vote for the adoption of the merger agreement?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 62 of this proxy statement/prospectus. You also should read and carefully consider the risk factors of Envestnet contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:    What are the conditions to completion of the merger?

A:
In addition to the approval of the proposal to adopt the merger agreement by Yodlee stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including the receipt of required regulatory approvals, the accuracy of representations and warranties under the merger agreement (subject to certain materiality exceptions) and Envestnet's and Yodlee's performance of their respective obligations under the merger agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 161 of this proxy statement/prospectus.

Q:    What happens if the merger is not completed?

A:
If the merger agreement is not adopted by Yodlee stockholders or if the merger is not completed for any other reason, Yodlee stockholders will not receive any merger consideration for their shares of Yodlee common stock. Instead, Yodlee will remain an independent public company, Yodlee common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and Yodlee will continue to file periodic reports with the SEC. Under specified circumstances, Yodlee may be required to pay Envestnet a termination fee of $17.8 million. See the section entitled "The Merger Agreement—Expenses and Termination Fees; Liability for Breach" beginning on page 164 of this proxy statement/prospectus.

Q:    Who can help answer any other questions I have?

A:
If you have additional questions about the merger or the other matters to be voted on at the Yodlee special meeting, need assistance in submitting your proxy or voting your shares of Yodlee common stock, or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Innisfree M&A Incorporated, Yodlee's proxy solicitor, by calling toll-free at 888-750-5834.

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SUMMARY

        This summary provides a brief overview of the key aspects of the merger (as defined below) and the transactions contemplated thereby to be considered at the special meeting of the stockholders of Yodlee (the "Yodlee special meeting"). This summary does not contain all of the information with respect to the merger and the other matters being considered at the Yodlee special meeting that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote with respect to the merger-related proposals. In addition, we incorporate by reference important business and financial information about Envestnet into this proxy statement/prospectus. For a description of this information, see the section entitled "Incorporation of Certain Documents by Reference" beginning on page 2 of this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 1 of this proxy statement/prospectus. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies

    Envestnet, Inc.

        Envestnet is a leading provider of unified wealth management technology and services to investment advisors. Envestnet's open-architecture platforms unify and fortify the wealth management process, delivering unparalleled flexibility, accuracy, performance, and value. Envestnet's solutions enable the transformation of wealth management into a transparent, independent, objective, and fully-aligned standard of care, and empower advisors to deliver better outcomes.

        Envestnet's Advisor Suite® software empowers financial advisors to better manage client outcomes and strengthen their practices. Envestnet provides institutional-quality research and advanced portfolio solutions through its Portfolio Management Consultants group, Envestnet -- PMC®. Envestnet -- Tamarac provides leading rebalancing, reporting, and practice management software.

        Shares of Envestnet common stock, par value $0.005 per share ("Envestnet common stock"), are traded on the New York Stock Exchange ("NYSE") under the symbol "ENV." Following the merger, shares of Envestnet common stock will continue to be traded on the NYSE under the symbol "ENV." Envestnet's address is 35 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 and its telephone number is (312) 827-2800. Additional information about Envestnet and its subsidiaries is included in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 1 of this proxy statement/prospectus.

    Yodlee, Inc.

        Yodlee is a leading technology and applications platform powering dynamic innovation for digital financial services in the cloud. Yodlee refers to its platform as the Yodlee Financial Cloud. Yodlee's vision is to empower lives with innovative digital financial services. Yodlee's customers include financial institutions, Internet services companies providing innovative financial solutions and third-party developers of financial applications. As of June 30, 2015, more than 900 organizations in over 15 countries use the Yodlee platform to power their consumer-facing digital offerings, and Yodlee receives subscription fees for 20.7 million of these consumers, whom Yodlee refers to as Yodlee's paid users.

        Shares of Yodlee common stock, par value $0.001 per share ("Yodlee common stock"), are traded on the Nasdaq Global Select Market ("NASDAQ") under the symbol "YDLE." Upon completion of the merger, shares of Yodlee common stock will cease to be listed on NASDAQ and will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

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        The principal executive offices of Yodlee are located at 3600 Bridge Parkway, Suite 200, Redwood City, California 94065, and its telephone number is (650) 980-3600. For additional information about Yodlee and its subsidiaries, please see the section entitled "Information about the Companies—Yodlee" beginning on page 91 of this proxy statement/prospectus.

    Yale Merger Corp.

        Merger Sub is a Delaware corporation and a wholly owned subsidiary of Envestnet. Upon completion of the merger in which Merger Sub will merge with and into Yodlee (the "merger"), the separate corporate existence of Merger Sub will cease and Yodlee will become a wholly owned subsidiary of Envestnet. Merger Sub's address is c/o Envestnet, Inc., 35 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 and its telephone number is (312) 827-2800.

The Merger

    The Merger Agreement (See page 145)

        Envestnet, Merger Sub and Yodlee have entered into the Agreement and Plan of Merger, dated August 10, 2015 (as it may be amended from time to time, the "merger agreement"), attached as Appendix A to this proxy statement/prospectus. Envestnet and Yodlee encourage you to read the entire merger agreement carefully because it is the principal document governing the merger and the stock issuance.

    Effects of the Merger (See page 98)

        Subject to the terms and conditions of the merger agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the effective time (the "effective time") of the merger, Merger Sub will merge with and into Yodlee and the separate corporate existence of Merger Sub will cease and Yodlee will continue as the surviving corporation and become a wholly owned subsidiary of Envestnet (the "surviving corporation").

    Consideration to be Received in the Merger (See page 146)

        At the effective time of the merger, Yodlee stockholders will have the right to receive the merger consideration (as defined below) for each of their shares of Yodlee common stock in the form of cash and shares of Envestnet common stock, without interest. If the aggregate consideration to be paid to any holder of Yodlee common stock would result in such holder receiving a fractional share of Envestnet common stock, cash will be paid in lieu of such fractional share.

        At the effective time, by virtue of the merger, each share of Yodlee common stock, issued and outstanding immediately prior to the effective time, except for (i) shares of Yodlee common stock as to which the holders thereof have not voted in favor of the merger or consented thereto in writing and have demanded appraisal for such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn or lost their rights to appraisal and (ii) shares of Yodlee common stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet, will be cancelled and converted into the right to receive, without interest, (A) $10.78 in cash (the "per share cash consideration") and (B) the number of validly issued, fully paid and non-assessable shares of Envestnet common stock, determined by dividing $8.10 by the volume weighted average of the sales price per share of Envestnet common stock for the ten full trading days ending on and including the second full trading day prior to the closing of the merger, subject to adjustment pursuant to the terms and conditions of the merger agreement (such volume weighted average of the sales price per share of Envestnet common stock, the "Envestnet stock value," and such number of shares of Envestnet common stock, the "per share stock consideration," together with the per share cash consideration, the "merger consideration"). However, if the Envestnet stock value is less than $39.006,

 

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then the Envestnet stock value will be equal to $39.006 and if the Envestnet stock value is greater than $47.674, then the Envestnet stock value will be equal to $47.674. The market prices of shares of Envestnet common stock are subject to fluctuation. As a result, you are urged to obtain current market quotations.

        To the extent that the sum of (A) the aggregate number of shares of Envestnet common stock issuable pursuant to the foregoing paragraph plus (B) the maximum number of shares of Envestnet common stock issuable, including shares of restricted stock and shares of Envestnet common stock subject to restricted stock awards of Envestnet issuable pursuant to the merger agreement (the sum of the amounts in clauses (A) and (B), the "total stock amount"), would be equal to or greater than 19.9% of the shares of Envestnet common stock outstanding as of immediately prior to the effective time (such amount, the "stock threshold"), the per share stock consideration will be decreased to the minimum extent necessary, such that the total stock amount will not exceed the stock threshold. In such event, the per share cash consideration will be increased by an amount equal to the product of (A) the amount of such reduction in the per share stock consideration pursuant to the preceding sentence multiplied by (B) the Envestnet stock value; provided that (i) the aggregate per share cash consideration will in no event be increased by greater than $32,000,000 and (ii) the total stock amount will in no event exceed the stock threshold.

        As a result of the various limitations described above, the per share stock consideration will never be less than 0.1699 shares of Envestnet common stock or more than 0.1861 shares of Envestnet common stock. Furthermore, if the Envestnet stock value is at or below $43.52, the per share cash consideration will begin to increase until the Envestnet stock value is at $39.01 at which time the per share cash consideration would be fixed at $11.7579.

        The table set forth under "The Merger Agreement—Consideration to be Received in the Merger", beginning on page 146, sets forth the per share cash consideration, per share stock consideration for various Envestnet stock values and aggregate value of the merger consideration (assuming the trading price of the Envestnet common stock is equal to the Envestnet stock value) at various Envestnet stock values.

        For more information, see the section entitled "The Merger Agreement—Consideration to be Received in the Merger" beginning on page 146 of this proxy statement/prospectus.

    Treatment of Yodlee Equity Awards (See page 149)

        At the effective time, Yodlee equity awards will be treated as follows:

    Vested Options.  Each vested and exercisable stock option granted pursuant to the equity plans of Yodlee that remains outstanding as of immediately prior to the closing of the merger, including options that will become vested as of the closing of the merger (the "vested stock options"), will be exercised immediately prior to the closing of the merger in a cashless net exercise. In a cashless net exercise, Yodlee will retain the number of shares of Yodlee common stock that would otherwise be received on the exercise of such vested stock option to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Yodlee common stock to the holder of the vested stock option. At the effective time, each such share of Yodlee common stock will be converted into the right to receive the sum of the per share cash consideration and per share stock consideration pursuant to the terms and conditions of the merger agreement as described under the section entitled "The Merger Agreement—Consideration to be Received in the Merger" beginning on page 146 of this proxy statement/prospectus.

    Unvested Options.  All outstanding Yodlee stock options, other than vested stock options, that remain outstanding as of immediately prior to the closing of the merger (the "unvested stock

 

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      options") will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The number of restricted shares of Envestnet common stock that will be granted in exchange for each unvested Yodlee stock option will be equal to:

      (a)
      the difference between the value of (i) the sum of (A) the per share cash consideration and (B) the value of the per share stock consideration and (ii) the exercise price per share of such unvested stock option, multiplied by

      (b)
      the total number of shares of Yodlee common stock subject to such unvested stock option and divided by

      (c)
      the Envestnet stock value.

      The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested stock option will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested stock option.

    Restricted Stock Units.  All outstanding Yodlee restricted stock units granted pursuant to the equity plans of Yodlee that remain outstanding as of immediately prior to the closing of the merger (the "unvested RSUs") will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The number of restricted shares of Envestnet common stock that will be issued in exchange for each unvested RSU will be equal to:

    (a)
    the value of the sum of (i) the per share cash consideration and (ii) the value of the per share stock consideration, multiplied by

    (b)
    the total number of shares of Yodlee common stock subject to such unvested RSU and divided by

    (c)
    the Envestnet stock value.

      The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested RSUs will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested RSU.

        To the extent that the treatment of the Yodlee equity awards in the merger that are subject to the applicable laws of any foreign jurisdiction is not consistent with the laws of such jurisdiction or would result in adverse tax consequences to the award holder, Yodlee, the surviving corporation, and/or Envestnet, Yodlee and Envestnet may adjust the treatment of such affected equity awards to so comply or avoid adverse tax consequences in a manner that yields the award holder the intended economic benefit as described above.

        For more information, see the section entitled "The Merger Agreement—Treatment of Yodlee Equity Awards" beginning on page 149 of this proxy statement/prospectus.

    The Voting Agreement (See page 165)

        In connection with the execution of the merger agreement, certain stockholders of Yodlee, consisting of funds affiliated with Warburg Pincus, entered into a voting agreement with Envestnet, a form of which is attached as Appendix B (the "voting agreement"). Pursuant to the voting agreement, such stockholders agreed to vote all of their shares of Yodlee common stock (i) in favor of adoption and approval of the merger agreement and all other transactions contemplated by the merger agreement (whether or not recommended by the Yodlee Board (the "Yodlee Board")); (ii) against any action or agreement upon which Yodlee calls its stockholders to vote or consent in breach of the merger agreement; and (iii) against any acquisition proposal or any proposal for any recapitalization,

 

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reorganization, liquidation, dissolution, merger, sale of all or substantially all of Yodlee's assets or other business combination between Yodlee and any other person (other than the merger) that would reasonably be expected to impede, interfere with, delay or materially and adversely affect the consummation of the merger and all other transactions contemplated by the merger agreement. These stockholders further agreed to (i) certain restrictions on the sale, assignment, transfer, tender or other disposition of their shares of Yodlee common stock and (ii) waiver and non-pursuit of any appraisal rights with respect to the merger. As of the record date (as defined below), the stockholders who entered into the voting agreement with Envestnet collectively beneficially owned in the aggregate approximately 8,160,691 shares of Yodlee common stock, which represent approximately 26.5% of outstanding shares of Yodlee common stock entitled to vote at the Yodlee special meeting. More than 50% of the outstanding shares of Yodlee common stock must vote for the merger for it to be approved.

    Recommendation of the Yodlee Board (See page 106)

        The Yodlee Board has unanimously approved and adopted the merger agreement and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Yodlee and its stockholders.

    Opinion of Yodlee's Financial Advisor (See page 111)

        Goldman, Sachs & Co. ("Goldman Sachs") delivered its opinion to the Yodlee Board that, as of August 10, 2015 and based upon and subject to the factors and assumptions set forth therein, the merger consideration pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Yodlee common stock.

        The full text of the written opinion of Goldman Sachs, dated August 10, 2015, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix C. Goldman Sachs provided its opinion for the information and assistance of the Yodlee Board in connection with its consideration of the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of Yodlee common stock should vote with respect to the merger agreement or any other matter. Pursuant to an engagement letter between Yodlee and Goldman Sachs, Yodlee has agreed to pay Goldman Sachs a transaction fee of approximately $7 million, all of which is payable upon completion of the merger.

    Interests of Yodlee's Directors and Executive Officers in the Merger (See page 126)

        Executive officers and members of the Yodlee Board have interests in the merger that may be in addition to, or different from, the interests of Yodlee stockholders generally. The Yodlee Board was aware of these interests and considered them, among other matters, in approving the merger and the merger agreement and in making the recommendations that the Yodlee stockholders approve and adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement.

        For more information, see the section entitled "The Merger—Interests of Yodlee's Directors and Executive Officers in the Merger" beginning on page 126 of this proxy statement/prospectus.

    Regulatory Clearances Required for the Merger (See page 137)

        The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Under the HSR Act and the rules that have been promulgated under the HSR Act, acquisitions of a sufficient size may not be completed unless information has been furnished to the Department of Justice and to the Federal Trade Commission, and applicable waiting period requirements have been satisfied or early termination of the waiting period has been granted.

 

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Both Envestnet and Yodlee filed the required notification and report forms on September 1, 2015 and early termination of the waiting period was granted on September 14, 2015.

        Under the merger agreement, Envestnet and Yodlee have agreed to cooperate with each other and use their respective reasonable best efforts to obtain all regulatory clearances necessary to complete the merger; however, neither Envestnet nor Yodlee is required to take, or commit to take, any action or agree to any condition or restriction in connection with such regulatory clearances that would reasonably be likely to result in a "Materially Burdensome Regulatory Condition," which includes, among other things, the transfer or disposition of assets or a limitation on the ability of Envestnet or Yodlee to conduct their respective businesses.

    Effective Time and Completion of the Merger (See page 145)

        The closing of the merger will occur no later than three business days after all of the conditions to the merger set forth in the merger agreement are satisfied or waived, or at such other date as agreed to by Yodlee and Envestnet. The merger will become effective at the effective time when the applicable certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at a later time as agreed to by Yodlee and Envestnet and specified in the certificate of merger. Envestnet and Yodlee hope to complete the merger as soon as reasonably practicable and expect the closing of the merger to occur in the fourth quarter of 2015. However, as the merger is subject to various regulatory approvals and the satisfaction or waiver of other conditions described in the merger agreement, it is possible that factors outside the control of Envestnet and Yodlee could result in the merger being completed at an earlier time, a later time or not at all.

    Conditions to Completion of the Merger (See page 161)

        The obligations of Envestnet and Yodlee to complete the merger are subject to the satisfaction of the following conditions:

        The respective obligations of Envestnet, Merger Sub and Yodlee to consummate the merger will be subject to the satisfaction or waiver (where permissible under applicable law) prior to the effective time, of each of the following conditions:

    the adoption of the merger agreement by the stockholders of Yodlee by the requisite company vote (as defined below);

    the authorization for listing on the NYSE of the Envestnet common stock that will be issued pursuant to the merger agreement;

    this proxy statement/prospectus has been declared effective under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), and no stop order suspending the effectiveness of this proxy statement/prospectus has been issued and is in effect and no proceedings for that purpose have been initiated by the Securities and Exchange Commission (the "SEC") and not withdrawn;

    the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, and the absence of any statute, rule, regulation, order, injunction or decree that has been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the merger; and

    the expiration or termination of any waiting period (and extensions thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act.

 

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        In addition, the obligations of Envestnet and Merger Sub to consummate the merger will also be subject to the satisfaction or waiver of the following conditions:

    the truth and correctness of Yodlee's representations and warranties concerning (i) authority to enter into the merger agreement and to consummate the transactions contemplated thereby, (ii) absence of any material adverse effect on Yodlee and (iii) the inapplicability of state takeover laws, in each case as of the date of the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date);

    the truth and correctness in all material respects of Yodlee's representations and warranties concerning its capitalization, as of the date of the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date), except for any failure to be so true and correct that would not increase the aggregate merger consideration to be paid by Envestnet and Merger Sub by more than 2%;

    the truth and correctness in all respects (disregarding all "material adverse effect" and materiality qualifications contained in such representations and warranties) of Yodlee's other representations and warranties in the merger agreement, as of the date of the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date), except for any failure to be so true and correct that, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect on Yodlee;

    the receipt by Envestnet of a certificate on behalf of Yodlee certifying as to the satisfaction of the foregoing three conditions; and

    Yodlee's performance in all material respects of all of its obligations under the merger agreement required to be performed at or prior to the date of the closing of the merger, and the receipt by Envestnet of a certificate on behalf of Yodlee certifying as to the satisfaction of the foregoing.

        In addition, the obligations of Yodlee to consummate the merger will also be subject to the satisfaction or waiver of the following conditions:

    the truth and correctness of Envestnet's and Merger Sub's representations and warranties concerning (i) authority to enter into the merger agreement and to consummate the transactions contemplated thereby and (ii) absence of any material adverse effect on Envestnet, in each case as of the date of the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date);

    the truth and correctness of Envestnet's representations and warranties concerning its capitalization, as of the date of the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date), except for any failure to be so true and correct that would not increase the capitalization of Envestnet on a fully diluted basis by more than 2%;

    the truth and correctness in all respects (disregarding all "material adverse effect" and materiality qualifications contained in such representations and warranties) of Envestnet's and Merger Sub's other representations and warranties in the merger agreement, as of the date of

 

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      the merger agreement and as of the date of the closing of the merger (except for those representations and warranties which address matters only as of an earlier date, the truth and correctness of which will be determined as of such earlier date), except for any failure to be so true and correct that, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect on Envestnet;

    the receipt by Yodlee of a certificate on behalf of Envestnet and Merger Sub certifying as to the satisfaction of the foregoing three conditions; and

    Envestnet's and Merger Sub's performance in all material respects of all of their respective obligations under the merger agreement required to be performed at or prior to the date of the closing of the merger, and the receipt by Yodlee of a certificate on behalf of Envestnet and Merger Sub certifying as to the satisfaction of the foregoing.

    No Solicitation (See page 156)

        The merger agreement precludes Yodlee from soliciting, engaging in discussions or negotiations with or providing confidential or non-public information or data to a third party with respect to any of certain acquisition proposals, including the acquisition of a significant interest in Yodlee common stock or assets. However, if Yodlee receives an unsolicited written proposal from a third party (which proposal was not received in violation of Yodlee's non-solicitation obligations) for an acquisition proposal that the Yodlee Board, among other things, (i) determines in good faith (after consultation with its outside counsel and financial advisors) constitutes or is reasonably likely to lead to a proposal that is superior to the merger and (ii) determines in good faith (after consultation with outside counsel and financial advisors) with respect to which the failure to enter into discussions would be inconsistent with its fiduciary duties under applicable law, Yodlee may, subject to certain conditions, including providing notice to Envestnet, furnish non-public information to and engage in discussions with such third party regarding such acquisition proposal.

        See the section entitled "The Merger Agreement—No Solicitation" beginning on page 156 of this proxy statement/prospectus for a further discussion of Yodlee's covenant not to solicit alternative acquisition proposals.

    Termination of the Merger Agreement (See page 163)

        Yodlee, Envestnet and Merger Sub may terminate the merger agreement by mutual written consent at any time before the effective time. In addition, with certain exceptions, either Yodlee or Envestnet may terminate the merger agreement at any time before the consummation of the merger if:

    any governmental entity of competent jurisdiction has issued a final nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the other transactions contemplated thereby;

    the merger is not consummated on or before February 15, 2016 (the "termination date"), unless the failure of the consummation of the merger to occur by such date is due to the material breach of the merger agreement by the party seeking to terminate the merger agreement;

    there is a breach of any of the covenants or agreements or any of the representations or warranties of the other party (or any such representation or warranty ceases to be true) set forth in the merger agreement, which breach or failure to be true, either individually or in the aggregate with all other breaches by such other party (or failures of such representations or warranties to be true), constitute, if occurring or continuing on the date of the closing of the merger, the failure of a closing condition applicable to such other party, and such breach or failure is not cured within the earlier of the termination date and 45 days following written notice to the other party; provided, however, that the terminating party is not then in material

 

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      breach of any representation, warranty, covenant or other agreement contained in the merger agreement; or

    the merger agreement was not adopted by the stockholders of Yodlee by the requisite company vote at the Yodlee special meeting or at any adjournment or postponement of the Yodlee special meeting.

        Envestnet may also terminate the merger agreement if, prior to obtaining the requisite company vote:

    the Yodlee Board (or any committee thereof) has effected an adverse recommendation change;

    Yodlee failed to include the company recommendation in the proxy statement/prospectus; or

    Yodlee or the Yodlee Board (or any committee thereof) has willfully and materially breached any of its obligations set forth in the provisions of the merger agreement relating to the Yodlee special meeting and recommendation or the provisions relating to acquisition proposals.

        Yodlee may also terminate the merger agreement prior to obtaining the requisite company vote to enter into a definitive agreement with respect to a superior proposal after an adverse recommendation change by the Yodlee Board, if (i) Yodlee has satisfied the specified requirements and conditions concerning notification of an adverse recommendation change and negotiation with Envestnet and (ii) concurrently with the termination of the merger agreement, Yodlee pays to Envestnet the termination fee.

        See the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 163 of this proxy statement/prospectus for a further discussion of the rights of each of Envestnet and Yodlee to terminate the merger agreement.

    Expenses and Termination Fees; Liability for Breach (See page 164)

        Each party will generally pay all fees and expenses it incurs by it in connection with the merger and the other transactions contemplated by the merger agreement, except that Envestnet and Yodlee will share equally all fees and expenses in relation to the printing, filing and mailing of this proxy statement/prospectus and any filing or other fees paid to the SEC, in each case in connection with the merger.

        In certain circumstances in connection with the termination of the merger agreement, Yodlee must pay to Envestnet a termination fee equal to $17.8 million.

        See the section entitled "The Merger Agreement—Expenses and Termination Fees; Liability for Breach" beginning on page 164 of this proxy statement/prospectus for a further discussion of the circumstances under which such termination fees and/or expense reimbursement will be required to be paid.

    Accounting Treatment (See page 138)

        U.S. generally accepted accounting principles ("GAAP") require the merger to be accounted for using acquisition accounting pursuant to which Envestnet has been determined to be the acquirer for accounting purposes. The combined company will allocate the total purchase consideration to Yodlee's tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the date of the completion of the merger. Any excess purchase price after this allocation will be assigned to goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if circumstances indicate potential impairment. Upon consummation of the merger, the historical financial statements of the combined company will reflect only the operations and financial

 

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condition of Envestnet. The operating results of Yodlee will be reported as part of the combined company beginning on the date of the merger.

        Final valuations of Yodlee's tangible and identifiable intangible assets acquired and liabilities assumed have not yet been completed. The completion of the valuation upon consummation of the merger could result in significantly different amortization expenses and balance sheet amounts than those presented in the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus.

    Appraisal Rights (See page 139)

        Pursuant to Section 262 of the DGCL, holders of Yodlee common stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Yodlee common stock, as determined by the Delaware Court of Chancery, if the merger is completed. The "fair value" of shares of Yodlee common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the merger consideration per share that Yodlee stockholders are otherwise entitled to receive under the terms of the merger agreement. Holders of Yodlee common stock who do not consent to the adoption of the merger agreement and who wish to preserve their appraisal rights must so advise Yodlee by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving this notice from Yodlee that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. A person having a beneficial interest in shares of Yodlee common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized in this proxy statement/prospectus and in a timely manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, Yodlee stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section entitled "The Merger—Appraisal Rights" beginning on page 139 of this proxy statement/prospectus.

    Litigation Related to the Merger

        Yodlee, each of the members of the Yodlee Board, Envestnet and Merger Sub have been named as defendants in a putative class action challenging the merger in the Court of Chancery of the State of Delaware captioned Suman Inala v. Yodlee, Inc., et al. (Case No. 11461) (filed September 2, 2015). The complaint alleges, among other things, that the Yodlee Board breached its fiduciary duties by failing to ensure that Yodlee stockholders received adequate and fair value for their shares. The complaint also alleges that Envestnet and Merger Sub have aided and abetted these breaches of fiduciary duties. The plaintiff seeks as relief, among other things, an injunction against the merger, rescission of the merger agreement to the extent it is already implemented, an award of damages and attorneys' fees. The defendants believe the lawsuit is without merit.

    Listing of Envestnet Shares

        The shares of Envestnet common stock to be issued in the merger will be listed for trading on the NYSE.

    Delisting and Deregistration of Shares of Yodlee Common Stock

        Upon completion of the merger, shares of Yodlee common stock will cease to be listed on NASDAQ and will subsequently be deregistered under the Exchange Act.

 

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        See the sections entitled "The Merger—Listing of Envestnet Shares" and "The Merger—Delisting and Deregistration of Yodlee Common Stock" for a further discussion of the listing of Envestnet shares and de-listing of Yodlee common stock in connection with the merger.

    Material United States Federal Income Tax Consequences

        The receipt of cash and Envestnet common stock for shares of Yodlee common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash and stock by a U.S. Holder (as defined under the section entitled "Material United States Federal Income Tax Consequences" beginning on page 166 of this proxy statement/prospectus) in exchange for such U.S. Holder's shares of Yodlee common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash and the fair market value of the Envestnet common stock such U.S. Holder receives in the merger and such U.S. Holder's adjusted tax basis in the shares of Yodlee common stock surrendered in the merger. A Non-U.S. Holder (as defined under the section entitled "Material United States Federal Income Tax Consequences" beginning on page 166 of this proxy statement/prospectus) generally will not be subject to U.S. federal income tax with respect to the exchange of Yodlee common stock for cash and Envestnet common stock in the merger unless such Non-U.S. Holder has certain connections to the United States. Stockholders should refer to the discussion in the section entitled "Material United States Federal Income Tax Consequences," beginning on page 166 of this proxy statement/prospectus and consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

    The Yodlee Special Meeting (See page 92)

        The Yodlee special meeting will be held at Yodlee's principal executive offices located at 3600 Bridge Parkway, Suite 200, Redwood City, California 94065, on November 19, 2015, at 10:00 a.m., California time, to consider and vote upon the following matters:

    the proposal to adopt the merger agreement; and

    the proposal to adjourn the Yodlee special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal (the "Yodlee adjournment proposal").

        Completion of the merger is conditioned on, among other things, adoption of the merger agreement.

        Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Yodlee common stock as of the record date for the Yodlee special meeting. Approval of the Yodlee adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Yodlee common stock entitled to vote and present in person or represented by proxy at the Yodlee special meeting. The approval of the Yodlee adjournment proposal is not a condition to completion of the merger.

        Only holders of record of Yodlee common stock at the close of business on October 12, 2015, the Yodlee record date, are entitled to notice of, and to vote at, the Yodlee special meeting or any adjournments thereof. At the close of business on the Yodlee record date, 30,819,117 shares of Yodlee common stock were issued and outstanding, approximately 27.8% of which were beneficially owned by Yodlee's directors and executive officers and their affiliates (excluding shares of Yodlee common stock subject to stock options and/or restricted stock units that were not exercised or vested as of the record date). As long as the voting agreements remain in effect, approximately 8,160,691 shares of Yodlee

 

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common stock, which represented approximately 26.5% of the total outstanding shares of Yodlee common stock, are committed to be voted in favor of the adoption of the merger agreement. See the section entitled "The Voting Agreement" beginning on page 165 of this proxy statement/prospectus.

        Under the merger agreement, Yodlee may, without the prior consent of Envestnet, postpone or adjourn its special meeting to the extent necessary in order to conduct business at the Yodlee special meeting if (i) as of November 19, 2015, there are insufficient shares of Yodlee common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Yodlee special meeting, or if on the date of such special meeting Yodlee has not received proxies representing a sufficient number of shares necessary to obtain the stockholders' approval of the proposal to adopt the merger agreement, (ii) Yodlee is required to postpone or adjourn the Yodlee special meeting by applicable law, order or a request from the SEC or its staff, or (iii) Yodlee has sent to its stockholders or otherwise made available to them any new material information or disclosure since the date of this proxy statement/prospectus, and Yodlee or the Yodlee Board (or any committee thereof) has determined in good faith (after consultation with outside counsel) that it is necessary or appropriate to postpone or adjourn the Yodlee special meeting in order to give the stockholders of Yodlee sufficient time to evaluate any such new material information or disclosure.

        The Yodlee Board has unanimously approved and adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Yodlee and its stockholders. The Yodlee Board unanimously recommends that Yodlee stockholders vote "FOR" the adoption of the merger agreement and "FOR" the Yodlee adjournment proposal. See the section entitled "The Yodlee Special Meeting" beginning on page 92 of this proxy statement/prospectus for further discussion of the Yodlee special meeting.

    Comparison of Stockholders' Rights (See page 175)

        The rights of Yodlee stockholders are governed by Yodlee's amended and restated certificate of incorporation, as amended, which we refer to as the Yodlee charter, and amended and restated bylaws, as amended, which we refer to as the Yodlee bylaws, and by Delaware corporate law. The rights of Envestnet stockholders are governed by Envestnet's fifth amended and restated certificate of incorporation and its bylaws, which we refer to as the Envestnet charter and the Envestnet bylaws, respectively, and by Delaware corporate law. Your rights under the Yodlee charter and the Yodlee bylaws will differ in some respects from your rights under the Envestnet charter and the Envestnet bylaws. For more detailed information regarding a comparison of your rights as a stockholder of Yodlee and Envestnet, see the section entitled "Comparison of Stockholders' Rights" beginning on page 175 of this proxy statement/prospectus.

    Dividends

    Envestnet and Merger Sub

        Envestnet and Merger Sub have not historically paid any dividends on common stock and do not presently anticipate paying any dividends on their common stock in the foreseeable future.

    Yodlee

        Yodlee has never declared or paid any cash dividends on its common stock. Under the terms of the merger agreement, Yodlee is permitted to pay holders of its common stock dividends consistent with the merger agreement. Otherwise, Yodlee is generally prohibited from paying dividends on its common stock during the pendency of the merger.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENVESTNET

        You should read the following selected historical consolidated financial data together with Envestnet's financial statements and related notes and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Envestnet's periodic reports incorporated by reference in this proxy statement/prospectus. Envestnet derived the data for the years ended December 31, 2014, 2013 and 2012 and as of December 31, 2014 and 2013 from its audited consolidated financial statements incorporated by reference herein. Envestnet derived the data for the years ended December 31, 2011 and 2010 and as of December 31, 2012, 2011 and 2010 from its audited consolidated financial statements not incorporated by reference herein. Envestnet derived the selected data for the six months ended June 30, 2015 and 2014 from its unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statement data has been prepared on a basis consistent with Envestnet's audited financial statements and includes, in the opinion of Envestnet's management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Envestnet's financial position and results of operations for these periods. Envestnet's historical results for any prior period are not necessarily indicative of results to be expected in any future period, and its results for any interim period are not necessarily indicative of results for a full fiscal year. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information incorporated by reference in this proxy statement/prospectus.

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  Six Months
Ended June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (in thousands, except for share and per share information)
 

Statement of Operations Data:

                                           

Revenues:

                                           

Assets under management or administration           

  $ 164,896   $ 137,808   $ 294,223   $ 200,568   $ 127,213   $ 99,236   $ 75,951  

Licensing and professional services

    34,221     25,560     54,525     41,967     30,053     23,942     22,101  

Total revenues

    199,117     163,368     348,748     242,535     157,266     123,178     98,052  

Operating expenses:

                                           

Cost of revenues

    81,181     72,392     150,067     98,970     56,119     42,831     31,444  

Compensation and benefits

    63,491     48,616     104,457     77,442     54,973     40,305     37,027  

General and administration

    29,721     25,086     54,321     44,808     30,617     21,856     21,607  

Depreciation and amortization

    11,058     9,037     18,651     15,329     12,400     6,376     5,703  

Restructuring charges

    518             474     115     434     961  

Total operating expenses

    185,969     155,131     327,496     237,023     154,224     111,802     96,742  

Income from operations

    13,148     8,237     21,252     5,512     3,042     11,376     1,310  

Other income (expense), net

    (4,454 )   1,920     1,255     200     26     (796 )   (403 )

Income before income tax provision

    8,694     10,157     22,507     5,712     3,068     10,580     907  

Income tax provision

    3,647     3,639     8,528     2,052     2,603     2,975     1,533  

Net income (loss)

    5,047     6,518     13,979     3,660     465     7,605     (626 )

Less: Preferred stock dividends

                            (422 )

Add: Net loss attributable to non-controlling interest

        195     195                  

Income (loss) attributable to common stockholders

  $ 5,047   $ 6,713   $ 14,174   $ 3,660   $ 465   $ 7,605   $ (1,048 )

Net income (loss) per share attributable to common stockholders

                                           

Basic

  $ 0.14   $ 0.20   $ 0.41   $ 0.11   $ 0.01   $ 0.24   $ (0.05 )

Diluted

  $ 0.13   $ 0.18   $ 0.38   $ 0.10   $ 0.01   $ 0.23   $ (0.05 )

Weighted average common shares outstanding:

                                           

Basic

    35,463,623     34,332,759     34,559,558     33,191,088     32,162,672     31,643,390     20,805,911  

Diluted

    37,504,028     36,726,121     36,877,599     35,666,575     33,341,615     32,863,834     20,805,911  

Balance Sheet Data (at end of period):

                                           

Cash and cash equivalents

  $ 198,927   $ 64,464   $ 209,754   $ 49,942   $ 29,983   $ 64,909   $ 67,668  

Working capital

    183,300     46,709     177,315     26,384     14,785     64,944     62,979  

Goodwill and intangible assets

    194,278     106,266     163,630     110,033     92,794     33,559     3,361  

Total assets

    485,628     240,388     439,358     221,242     162,399     137,702     141,868  

Long-term debt

    147,627         145,203                  

Stockholders' equity

    237,568     163,736     201,435     147,772     125,996     115,639     102,319  

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF YODLEE

        The following tables summarize Yodlee's consolidated historical financial data. This should be read in conjunction with the section entitled "Yodlee's Management's Discussion and Analysis of Financial Condition and Results of Operations" and Yodlee's consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

        The consolidated statements of operations data for the years ended December 31, 2014, 2013 and 2012 and the consolidated balance sheets data as of December 31, 2014 and 2013 are derived from Yodlee's audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The consolidated statements of operations data for the year ended December 31, 2011 and 2010 and the consolidated balance sheets data as of December 31, 2012, 2011 and 2010 are derived from Yodlee's audited consolidated financial statements that are not included in this proxy statement/prospectus. Yodlee has derived the consolidated statements of operations data for the six months ended June 30, 2015 and 2014 and the consolidated balance sheets data as of June 30, 2015 and 2014 from its unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. Yodlee's unaudited condensed consolidated financial statements have been prepared on the same basis as its audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of those unaudited condensed consolidated financial statements. Yodlee's historical results are not necessarily indicative of the results that may be expected in the future.

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  Six Months
Ended June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (in thousands, except per share amounts)
 

Consolidated Statements of Operations Data:

                                           

Revenue:

                                           

Subscription

  $ 44,138   $ 34,903   $ 76,005   $ 56,838   $ 44,336   $ 37,029   $ 30,746  

Professional services and other

    6,426     6,163     13,076     13,322     13,458     17,400     15,593  

Total revenue

    50,564     41,066     89,081     70,160     57,794     54,429     46,339  

Cost of revenue(1):

                                           

Subscription

    14,701     11,399     25,511     19,139     17,177     17,325     16,022  

Professional services and other

    4,670     4,392     9,704     7,693     7,594     9,537     8,006  

Total cost of revenue

    19,371     15,791     35,215     26,832     24,771     26,862     24,028  

Gross profit

    31,193     25,275     53,866     43,328     33,023     27,567     22,311  

Operating expenses(1):

                                           

Research and development

    13,789     10,260     23,601     17,948     16,193     16,768     14,742  

Sales and marketing

    14,206     9,690     22,377     15,418     13,638     12,911     9,885  

General and administrative

    8,035     5,519     13,321     9,386     8,852     9,793     8,382  

Total operating expenses

    36,030     25,469     59,299     42,752     38,683     39,472     33,009  

Operating income (loss) from continuing operations

    (4,837 )   (194 )   (5,433 )   576     (5,660 )   (11,905 )   (10,698 )

Other income (expense), net

    348     87     261     (318 )   230     (917 )   (342 )

Income (loss) from continuing operations before provision for (benefit from) income taxes

    (4,489 )   (107 )   (5,172 )   258     (5,430 )   (12,822 )   (11,040 )

Provision for (benefit from) income taxes

    1,098     842     1,803     1,439     1,091     (3,736 )   (4,848 )

Net loss from continuing operations

    (5,587 )   (949 )   (6,975 )   (1,181 )   (6,521 )   (9,086 )   (6,192 )

Income from discontinued operations

                        6,999     8,260  

Net income (loss)

  $ (5,587 ) $ (949 ) $ (6,975 ) $ (1,181 ) $ (6,521 ) $ (2,087 ) $ 2,068  

Basic and diluted net income (loss) per share attributable to common stockholders(2)

                                           

Net loss from continuing operations

  $ (0.19 ) $ (0.13 ) $ (0.54 ) $ (0.16 ) $ (0.98 ) $ (1.54 ) $ (1.09 )

Income from discontinued operations

  $   $                 1.19     1.46  

Net income (loss)

  $ (0.19 ) $ (0.13 ) $ (0.54 ) $ (0.16 ) $ (0.98 ) $ (0.35 ) $ 0.37  

Weighted average shares used to compute net loss per share attributable to common stockholders—basic and diluted(2)

    29,641     7,518     12,802     7,263     6,649     5,888     5,657  

(1)
Costs and expenses include stock-based compensation expense as follows:

 
  Six Months
Ended
June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (in thousands)
 

Cost of revenue—subscription

  $ 589   $ 99   $ 931   $ 201   $ 170   $ 163   $ 194  

Cost of revenue—professional services and other

    278     64     562     107     119     112     146  

Research and development

    871     128     1,159     243     236     266     290  

Sales and marketing

    1,067     172     1,586     302     242     302     263  

General and administrative

    1,657     456     2,897     658     588     524     443  

Total stock-based compensation

  $ 4,462   $ 919   $ 7,135   $ 1,511   $ 1,355   $ 1,367   $ 1,336  
(2)
See Note 8 to Yodlee's unaudited condensed consolidated financial statements and Note 9 to its audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus for an explanation of the calculations of

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    Yodlee's net loss per share attributable to common stockholders for the six months ended June 30, 2015 and 2014 and the years ended December 31, 2014, 2013 and 2012.

 
  As of June 30,   As of December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                                           

Cash and cash equivalents

  $ 71,432   $ 6,263   $ 73,520   $ 8,134   $ 7,963   $ 8,763   $ 10,885  

Working capital (deficit)

    72,358     (4,341 )   70,295     213     (1,710 )   (7,939 )   (11,789 )

Property and equipment, net

    10,251     9,058     9,481     6,297     4,335     3,580     3,753  

Total assets

    109,454     41,304     107,544     34,460     30,399     28,840     43,978  

Deferred revenue

    8,475     7,679     7,252     7,984     7,464     11,503     28,419  

Total bank borrowings and capital lease obligations

    931     11,770     2,396     7,763     7,955     9,195     5,303  

Convertible preferred stock warrant liabilities

        908         760     505     554     608  

Convertible preferred stock

        102,224         102,224     102,211     92,268     92,207  

Total stockholders' equity (deficit)

    82,499     (97,170 )   80,077     (98,079 )   (99,074 )   (97,878 )   (96,884 )

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(all numbers are in thousands except share and per share information unless otherwise indicated)

        The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014, combine the historical consolidated statements of operations of Envestnet, Placemark Holdings, Inc. ("Placemark"), which was acquired by Envestnet on October 1, 2014, and Yodlee, giving effect to the Placemark acquisition and the merger (collectively, the "mergers") as if they had occurred on January 1, 2014, the first day of the fiscal year ended December 31, 2014. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2015, combine the historical consolidated statements of operations of Envestnet (including Placemark) and Yodlee, giving effect to the mergers as if they had occurred on January 1, 2014, the first day of the fiscal year ended December 31, 2014. The unaudited pro forma condensed combined balance sheet as of June 30, 2015, combines the historical consolidated balance sheets of Envestnet and Yodlee, giving effect to the merger as if it had occurred on June 30, 2015. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the condensed combined statements of operations, expected to have a continuing impact on the combined company's results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with:

    separate historical consolidated financial statements of Envestnet as of, and for the year ended, December 31, 2014, and the related notes included in Envestnet's Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference in this proxy statement/prospectus;

    separate historical consolidated financial statements of Yodlee as of, and for the year ended, December 31, 2014, and the related notes included elsewhere in this proxy statement/prospectus;

    separate historical consolidated financial statements of Envestnet as of, and for the six months ended, June 30, 2015, and the related notes included in Envestnet's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, which is incorporated by reference in this proxy statement/prospectus;

    separate historical consolidated financial statements of Yodlee as of, and for the six months ended, June 30, 2015, and the related notes included elsewhere in this proxy statement/prospectus; and

    separate historical consolidated financial statements of Placemark as of, and for the nine months ended, September 30, 2014, and the related notes included filed as an exhibit to the registration statement to which this proxy statement/prospectus is a part and incorporated by reference herein.

        The unaudited pro forma condensed combined financial information has been prepared by Envestnet using the acquisition method of accounting in accordance with GAAP. Envestnet has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuation and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The merger has not yet received the necessary approvals from governmental authorities. Under the HSR Act and other relevant laws and regulations, before completion of the merger, there are significant limitations regarding what Envestnet can learn about Yodlee. The assets and liabilities of Yodlee have been measured based on various preliminary estimates using assumptions that Envestnet believes are reasonable based on information that is currently available to it. Differences between these preliminary estimates and the final acquisition

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accounting will occur, and those differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company's future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the SEC.

        Envestnet intends to commence the necessary valuation and other studies required to complete the acquisition accounting promptly upon completion of the merger and will finalize the acquisition accounting as soon as practicable within the required measurement period prescribed by ASC 805, but in no event later than one year following completion of the merger.

        The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Envestnet, Placemark and Yodlee would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the merger. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings that may be realized as a result of the merger and also does not reflect any restructuring or integration-related costs, if any, to achieve those potential cost savings. No material intercompany transactions between Envestnet, Placemark and Yodlee during the periods presented in the unaudited pro forma condensed combined financial statements have been identified at this time.

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Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet of Envestnet and Yodlee

As of June 30, 2015

(in thousands)

 
  Historical   Pro Forma  
 
  Envestnet   Yodlee(1)   Adjustments    
  Combined  

Assets

                             

Current assets:

                             

Cash and cash equivalents

  $ 198,927   $ 71,432   $ (229,802 ) a, b   $ 40,557  

Fees and other receivables, net

    29,232     17,300             46,532  

Deferred tax assets, net

    4,635     131             4,766  

Prepaid expenses and other current assets

    20,653     5,511     249   b     26,413  

Total current assets

    253,447     94,374     (229,553 )       118,268  

Property and equipment, net

    18,283     10,251             28,534  

Internally developed software, net

    7,999                 7,999  

Intangible assets, net

    67,911         241,000   c     308,911  

Goodwill

    126,367     3,068     293,560   d     422,995  

Other non-current assets

    11,621     1,761     1,873   b     15,255  

Total assets

  $ 485,628   $ 109,454   $ 306,880       $ 901,962  

Liabilities

                             

Current liabilities:

                             

Accrued expenses

  $ 48,451   $ 10,798   $ 15,044   e   $ 74,293  

Accounts payable

    6,402     2,929             9,331  

Contingent consideration

    7,422                 7,422  

Deferred revenue

    7,872     8,289     (4,377 ) f     11,784  

Total current liabilities

    70,147     22,016     10,667         102,830  

Convertible notes

    147,627                 147,627  

Credit facility

            160,000   g     160,000  

Contingent consideration

    5,194                 5,194  

Deferred revenue

    11,893     186     (98 ) f     11,981  

Deferred rent and lease incentive

    9,375     568             9,943  

Deferred tax liabilities, net

    224         46,169   h     46,393  

Other non-current liabilities

    2,100     4,185             6,285  

Total liabilities

    246,560     26,955     216,738         490,253  

Redeemable units in ERS, LLC

    1,500                 1,500  

Stockholders' equity:

   
 
   
 
   
 
 

 

   
 
 

Common stock and additional paid in capital

    271,205     447,342     (259,657 ) i     458,890  

Accumulated deficit and accumulated other comprehensive loss               

    (14,396 )   (364,843 )   349,799   j     (29,440 )

Treasury stock

    (19,797 )               (19,797 )

Total equity

    237,012     82,499     90,142         409,653  

Non-controlling interest

    556                 556  

Total liabilities and equity

  $ 485,628   $ 109,454   $ 306,880       $ 901,962  

(1)
Certain reclassifications were made to conform to Envestnet's financial statement presentation. These reclassifications primarily consist of accrued compensation and capital lease obligations, current portion being reclassified to accrued expenses.

   

See notes to the unaudited pro forma condensed combined financial statements.

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Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and Yodlee

Year Ended December 31, 2014

(in thousands, except share and per share information)

 
  Pro Forma
condensed
combined pro
forma total for
Envestnet and
Placemark(1)
   
   
   
   
 
 
   
  Pro Forma  
 
  Historical
Yodlee(2)
 
 
  Adjustments    
  Combined  

Revenues:

                             

Assets under management or administration

  $ 310,830   $   $       $ 310,830  

Licensing and professional services

    54,764     89,081             143,845  

Total revenues

    365,594     89,081             454,675  

Operating expenses:

                             

Cost of revenues

    149,497     11,399             160,896  

Compensation and benefits

    117,421     60,846     6,163   k     184,430  

General and administration

    58,026     18,504             76,530  

Depreciation and amortization

    22,815     3,765     37,245   c     63,825  

Total operating expenses

    347,759     94,514     43,408         485,681  

Income (loss) from operations

    17,835     (5,433 )   (43,408 )       (31,006 )

Other income (expense), net

    1,254     261     (6,850 ) g     (5,335 )

Income (loss) before income tax provision (benefit)

    19,089     (5,172 )   (50,258 )       (36,341 )

Income tax provision (benefit)

    6,942     1,803     (20,103 ) l     (11,358 )

Net income (loss)

    12,147     (6,975 )   (30,155 )       (24,983 )

Add: Net loss attributable to non-controlling interest

    195                 195  

Net income (loss) attributable to Envestnet, Inc. 

  $ 12,342   $ (6,975 ) $ (30,155 )     $ (24,788 )

Net income (loss) per share:

                             

Basic

  $ 0.36   $ (0.54 )           $ (0.61 )

Diluted

  $ 0.33   $ (0.54 )           $ (0.61 )

Weighted average common shares outstanding:

                             

Basic

    34,559,558     12,802,000     (6,816,047 ) m     40,545,511  

Diluted

    36,877,599     12,802,000     (9,134,088 ) m     40,545,511  

(1)
Based on calculations set forth in the unaudited pro forma condensed combined statement of operations for Envestnet, including Placemark, included elsewhere in this proxy statement/prospectus.

(2)
Certain reclassifications were made to conform to Envestnet's financial statement presentation. These reclassifications primarily consist of reclassifying employee related costs (salary, benefits, stock compensation, etc.) from cost of revenues, sales and marketing, research and development and general and administrative expenses, into compensation and benefits expenses. In addition, depreciation expense was reclassified from cost of revenues, sales and marketing, research and development and general and administrative expenses, into depreciation and amortization expense.

   

See notes to the unaudited pro forma condensed combined financial statements.

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Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and Yodlee

Six Months Ended June 30, 2015

(in thousands, except share and per share information)

 
  Historical   Pro Forma  
 
  Envestnet   Yodlee(1)   Adjustments    
  Combined  

Revenues:

                             

Assets under management or administration

  $ 164,896   $   $       $ 164,896  

Licensing and professional services

    34,221     50,564             84,785  

Total revenues

    199,117     50,564             249,681  

Operating expenses:

                             

Cost of revenues

    81,181     5,999             87,180  

Compensation and benefits

    63,491     35,609     2,099   k     101,199  

General and administration

    29,721     11,537             41,258  

Depreciation and amortization

    11,058     2,256     18,144   c     31,458  

Restructuring charges

    518                 518  

Total operating expenses

    185,969     55,401     20,243         261,613  

Income (loss) from operations

    13,148     (4,837 )   (20,243 )       (11,932 )

Other income (expense), net

    (4,454 )   348     (3,425 ) g     (7,531 )

Income (loss) before income tax provision (benefit)

    8,694     (4,489 )   (23,668 )       (19,463 )

Income tax provision (benefit)

    3,647     1,098     (9,467 ) l     (4,722 )

Net income (loss)

    5,047     (5,587 )   (14,201 )       (14,741 )

Add: Net loss attributable to non-controlling interest

                     

Net income (loss) attributable to Envestnet, Inc.           

  $ 5,047   $ (5,587 ) $ (14,201 )     $ (14,741 )

Net income (loss) per share:

                             

Basic

  $ 0.14   $ (0.19 )           $ (0.36 )

Diluted

  $ 0.13   $ (0.19 )           $ (0.36 )

Weighted average common shares outstanding:

                             

Basic

    35,463,623     29,641,000     (23,655,047 ) m     41,449,576  

Diluted

    37,504,028     29,641,000     (25,695,452 ) m     41,449,576  

(1)
Certain reclassifications were made to conform to Envestnet's financial statement presentation. These reclassifications primarily consist of reclassifying employee related costs (salary, benefits, stock compensation, etc.) from cost of revenues, sales and marketing, research and development and general and administrative expenses, into compensation and benefits expenses. In addition, depreciation expense was reclassified from cost of revenues, sales and marketing, research and development and general and administrative expenses, into depreciation and amortization expense.

   

See notes to the unaudited pro forma condensed combined financial statements.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(all numbers are in thousands except share and per share information unless otherwise indicated)

1. Description of Transaction

        On August 10, 2015, Envestnet, Merger Sub and Yodlee entered into the merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement, Merger Sub will merge with and into Yodlee, with Yodlee continuing as the surviving corporation and a wholly owned indirect subsidiary of Envestnet.

        At the effective time, by virtue of the merger, each share of Yodlee common stock, issued and outstanding immediately prior to the effective time, shares of Yodlee common will be cancelled and converted into the right to receive, without interest, (A) $10.78 in cash and (B) the number of validly issued, fully paid and non-assessable shares of Envestnet common stock, determined by dividing $8.10 by the volume weighted average of the sales price per share of Envestnet common stock for the ten full trading days ending on and including the second full trading day prior to the closing of the merger, subject to adjustment pursuant to the terms and conditions of the merger agreement. However, if the Envestnet stock value is less than $39.006, then the Envestnet stock value will be equal to $39.006 and if the Envestnet stock value is greater than $47.674, then the Envestnet stock value will be equal to $47.674.

        To the extent that the sum of (A) the aggregate number of shares of Envestnet common stock issuable pursuant to the foregoing paragraph plus (B) the maximum number of shares of Envestnet common stock issuable, including shares of restricted stock and shares of Envestnet common stock subject to restricted stock awards of Envestnet issuable pursuant to the merger agreement, would be equal to or greater than 19.9% of the shares of Envestnet common stock outstanding as of immediately prior to the effective time, the per share stock consideration will be decreased to the minimum extent necessary, such that the total stock amount will not exceed the stock threshold. In such event, the per share cash consideration will be increased by an amount equal to the product of (A) the amount of such reduction in the per share stock consideration pursuant to the preceding sentence multiplied by (B) the Envestnet stock value; provided that (i) the aggregate per share cash consideration will in no event be increased by greater than $32,000 and (ii) the total stock amount will in no event exceed the stock threshold.

        As a result of the various limitations described above, the per share stock consideration will never be less than 0.1699 shares of Envestnet common stock or more than 0.1861 shares of Envestnet common stock. Furthermore, if the Envestnet stock value is at or below $43.52, the per share cash consideration will begin to increase until the Envestnet stock value is at $39.01 at which time the per share cash consideration would be fixed at $11.7579.

        At the effective time, Yodlee equity awards will be treated as follows:

    Vested Options.  Each vested and exercisable stock option granted pursuant to the equity plans of Yodlee that remains outstanding as of immediately prior to the closing of the merger, including options that will become vested as of the closing of the merger, will be exercised immediately prior to the closing of the merger in a cashless net exercise with shares of Yodlee common stock that would otherwise be received on the exercise of such vested stock options being retained by Yodlee to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Yodlee common stock upon such net exercise to the holder of such vested stock option. As of the effective time, each such share of Yodlee common stock will be converted into the right to receive the sum of the per share cash consideration and per share stock consideration.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

1. Description of Transaction (Continued)

    Unvested Options.  Upon consummation of the merger, all stock options granted pursuant to the equity plans of Yodlee, other than vested stock options, that remain outstanding as of immediately prior to the closing of the merger will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested stock option will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested stock option.

    Restricted Stock Units.  Upon consummation of the merger, all restricted stock units granted pursuant to the equity plans of Yodlee that remain outstanding as of immediately prior to the closing of the merger will be assumed by Envestnet and converted into awards of restricted shares of Envestnet common stock pursuant to the terms and conditions of the merger agreement. The restricted shares of Envestnet common stock received in connection with the assumption and conversion of such unvested RSUs will vest proportionally on the same dates and be subject to the same terms and conditions generally of each applicable unvested RSU.

        The completion of the merger is subject to adoption of the merger agreement by Yodlee stockholders, termination or expiration of the waiting period under the HSR Act, the required governmental authorizations having been obtained and being in full force and effect and certain other conditions to the completion of the merger. As of the date of this proxy statement/prospectus, and subject to the satisfaction or, to the extent permitted by law, waiver of the conditions described in the preceding sentence, Envestnet and Yodlee expect the merger to be completed in the fourth quarter of 2015. Envestnet and Yodlee will continue to operating separately until the transaction closes.

2. Basis of Presentation

        The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and are based on the historical consolidated financial statements of Envestnet, Placemark and Yodlee. The acquisition method of accounting is based on ASC 805 and uses the fair value concepts defined in ASC 820, Fair Value Measurements. The unaudited pro forma combined per Envestnet common share data set forth below includes the pro forma impact of the acquisition of Placemark on October 1, 2014 as this transaction was deemed significant in accordance with Regulation S-K.

        ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the date the mergers are completed at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of the Envestnet common shares at the date the mergers are completed may be different than the $31.04 market price that was used in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $31.04 was based upon the closing price of Envestnet common shares on the NYSE on September 1, 2015.

        ASC 820 defines the term "fair value," sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

2. Basis of Presentation (Continued)

valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Envestnet may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Envestnet's intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

        Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded, as of completion of the merger, primarily at their respective fair values and added to those of Envestnet. Financial statements and reported results of operations of Envestnet issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Yodlee.

        Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Envestnet include estimated fees relate to an amendment to Envestnet's existing credit agreement.

        The unaudited pro forma condensed combined balance sheet as of June 30, 2015 is required to include adjustments which give effect to events that are directly attributable to the merger regardless of whether it expected to have a continuing impact on the combined results or are non-recurring. Therefore, acquisition-related transaction costs expected to be incurred by Envestnet and Yodlee subsequent to June 30, 2015 of approximately $6,183 and $8,861, respectively, are reflected as a pro forma adjustment to the unaudited pro forma condensed combined balance sheet as of June 30, 2015 as an increase to accrued expenses and as a decrease to retained earnings.

        The unaudited pro forma condensed combined financial statements do not reflect any projected realization of cost savings following completion of the merger. These cost savings opportunities are primarily related to administrative cost savings. Although Envestnet projects that cost savings will result from the merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any potential restructuring and integration-related costs associated with the projected cost savings. Such restructuring and integration-related costs will be expensed in the appropriate accounting periods after completion of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

3. Accounting Policies

        At completion of the merger, Envestnet will review Yodlee's accounting policies. As a result of that review, Envestnet may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements. At this time, other than the treatment of sales commissions, which Yodlee capitalizes and amortizes over the contract life and Envestnet expenses sales commissions as incurred, Envestnet is not aware of any differences that would have a material impact on the combined financial statements, and therefore, the unaudited pro forma condensed combined financial statements assume there are no differences in accounting policies.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

4. Estimate of Consideration Expected to be Transferred

        The following is a preliminary estimate of consideration expected to be transferred to effect the acquisition of Yodlee:

 
  Conversion
Calculation
  Estimated
Fair Value
  Form of Consideration

Common Shares:

               

Number of shares of Yodlee common stock outstanding at July 31, 2015 (1)

    30,393,371          

Multiplied by Envestnet's share price at September 1, 2015, multiplied by the exchange ratio ($31.04*0.1826) (2)

  $ 5.66   $ 172,026   Envestnet common stock

Multiplied by the per share cash consideration (per share cash consideration of $10.78 plus additional cash consideration of $0.98 required) (2)

  $ 11.76     357,425   Cash

RSUs:

   
 
   
 
 

 

Number of RSUs with accelerated vesting feature outstanding at July 31, 2015 (1)

    162,725          

Multiplied by Envestnet's share price at September 1, 2015, multiplied by the exchange ratio ($31.04*0.1826) (2)

  $ 5.66     921   Envestnet common stock

Multiplied by the per share cash consideration (per share cash consideration of $10.78 plus additional cash consideration of $0.98 required) (2)

  $ 11.76     1,914   Cash

Stock Options:

   
 
   
 
 

 

Number of shares underlying in-the-money Yodlee stock options vested as of July 31, 2015, expected to be cancelled and exchanged for merger consideration (1)

    3,564,793          

Less:

               

Number of options required to satisfy exercise price

    (1,293,312 )        

Net number of options

    2,271,481          

Multiplied by Envestnet's share price at September 1, 2015, multiplied by the exchange ratio ($31.04*0.1826) (2)

  $ 5.66     12,857   Envestnet common stock

Multiplied by the per share cash consideration (per share cash consideration of $10.78 plus additional required cash consideration of $0.98) (2)

  $ 11.76     26,713   Cash

Other consideration transferred:

   
 
   
 
 

 

Attribution of the fair market value of replacement awards (3)

          1,881   Envestnet RSUs

          573,737    

Less: Yodlee cash acquired

          (71,432 )  

Estimate of net consideration

        $ 502,305    

(1)
There has been no material change to the total number of shares of Yodlee common stock outstanding, RSUs outstanding and shares with underlying in-the-money vested Yodlee stock options outstanding from July 31, 2015 to September 1, 2015.

(2)
The estimated total consideration expected to be transferred reflected in these unaudited pro forma condensed combined financial statements does not purport to represent the actual consideration that will be transferred when the merger is completed. In accordance with ASC 805, the fair value of equity securities issued as part of the consideration transferred will be measured on the date the merger is completed at the

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

4. Estimate of Consideration Expected to be Transferred (Continued)

    volume weighted average of the sales price per share of Envestnet common stock for the ten full trading days ending on and including the second full trading day prior to the closing of the merger, subject to adjustment pursuant to the terms and conditions of the merger agreement. For purposes of preparing these unaudited pro forma condensed combined financial statements, the Envestnet stock value is assumed to be $31.04, the closing price of the Envestnet common stock on the NYSE on September 1, 2015. This requirement will likely result in a different value of the common share component of the purchase consideration and a per share equity component different from the $31.04 assumed in these unaudited pro forma condensed combined financial statements, and that difference may be material. See below for the estimated impact of an increase or decrease of 10% in the price of Envestnet's common stock on the date of the merger on the unaudited pro forma condensed combined financial statements and on the consideration transferred:

 
  Increase of 10% in Envestnet Stock
Price
  Decrease of 10% in Envestnet Stock
Price
 
 
  For the Twelve
Months Ended
December 31, 2014
  As of/For the Six
Months Ended
June 30, 2015
  For the Twelve
Months Ended
December 31, 2014
  As of/For the Six
Months Ended
June 30, 2015
 

Purchase price impact:

                         

Stock consideration transferred

  $ 18,724   $ 18,724   $ (18,167 ) $ (18,167 )

Balance sheet impact:

                         

Total intangible assets

    N/A     5,000     N/A     (5,000 )

Goodwill

    N/A     15,724     N/A     (15,167 )

Deferred tax liabilities, net

    N/A     2,000     N/A     (2,000 )

Statement of operations impact:

                         

Amortization expense

    936     457     (635 )   (307 )

Net income (loss)

    (562 )   (274 )   381     184  
(3)
The Yodlee unvested stock options and unvested restricted stock units are being canceled and exchanged for Envestnet restricted stock units. In accordance with ASC 805, these awards are considered to be replacement awards. Exchanges of share options or other share-based payment awards in conjunction with a business combination are modifications of share-based payment awards in accordance with ASC Topic 718. As a result, a portion of the fair-value-based measure of Envestnet's replacement awards shall be included in measuring the consideration transferred in the business combination. The portion of the replacement award that is part of consideration transferred to acquire Yodlee, we have measured both the replacement awards granted by Envestnet and the historical Yodlee awards as of September 1, 2015 in accordance with ASC 718. The portion of the fair-value-based measure of the replacement award that is part of the consideration transferred in exchange for the acquisition of Yodlee, equals the portion of the Yodlee award that is attributable to pre combination service. Envestnet is attributing a portion of the replacement awards to post combination service as these awards require post combination service. The fair value of the rollover consideration was estimated to be $33,861 of which $1,881 was attributable to pre-acquisition services. The remaining fair value of $31,980 will be amortized over an estimated period of 43 months subsequent to the acquisition date.

5. Estimate of Assets to be Acquired and Liabilities to be Assumed

        The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Envestnet in the merger:

Total tangible assets acquired (excluding cash)

  $ 33,326  

Total liabilities assumed

    (68,649 )

Identifiable intangible assets

    241,000  

Goodwill

    296,628  

Total net assets acquired

  $ 502,305  

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

5. Estimate of Assets to be Acquired and Liabilities to be Assumed (Continued)

        At the completion of the merger, identifiable intangible assets are required to be measured at fair value, and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements and consistent with the ASC 820 requirements for fair value measurements, it is assumed that all assets will be used, and that all acquired assets will be used in a manner that represents the highest and best use of those acquired assets, but it is not assumed that any market participant synergies will be achieved.

        The fair value of identifiable intangible assets is determined primarily using variations of the "income approach," which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. Other valuation methods, including the market approach and cost approach, were also considered in estimating the fair value. Under the HSR Act and other relevant laws and regulations, there are significant limitations on Envestnet's ability to obtain specific information about Yodlee's intangible assets prior to completion of the merger. Goodwill is calculated as the difference between the acquisition-date fair value of the total consideration expected to be transferred and the aggregate values assigned to the assets acquired and liabilities assumed.

        As of the date of this registration statement, Envestnet does not have sufficient information as to the amount, timing and risk of the cash flows from all of Yodlee's identifiable intangible assets to determine their fair value. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include, but are not limited to: the amount and timing of projected future cash flows (including revenue and profitability); the discount rate selected to measure the risks inherent in the future cash flows; the assessment of the asset's life cycle; and the competitive trends impacting the asset. However, for purposes of these unaudited pro forma condensed combined financial statements and using publicly available information, such as historical revenues, Yodlee's cost structure, industry information for comparable intangible assets and certain other high-level assumptions, the fair value of Yodlee's identifiable intangible assets and their weighted-average useful lives have been preliminarily estimated as follows:

 
  Estimated
Fair Value
  Estimated
Useful Life
in Years
 

Customer relationships

    176,000     12  

Backlog

    17,000     2  

Proprietary technology

    35,000     5  

Trade names and domains

    13,000     5  

Total intangible assets acquired

  $ 241,000        

        These preliminary estimates of fair value and weighted-average useful life will likely be different from the amounts included in the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. Once Envestnet has full access to information about Yodlee's intangible assets, additional insight will be gained that could impact (i) the estimated total value assigned to identifiable intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets (as applicable) and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

5. Estimate of Assets to be Acquired and Liabilities to be Assumed (Continued)

estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to Envestnet only upon access to additional information and/or by changes in such factors that may occur prior to completion of the merger. These factors include, but are not limited to, changes in the regulatory, legislative, legal, technological and/or competitive environments. Increased knowledge about these and/or other elements could result in a change to the estimated fair value of the identifiable Yodlee intangible assets and/or to the estimated weighted-average useful lives from what Envestnet has assumed in these unaudited pro forma condensed combined financial statements. The combined effect of any such changes could then also result in a significant increase or decrease to Envestnet's estimate of associated amortization expense.

6. Pro Forma Adjustments

        The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

    (a)
    To reflect the cash consideration amount of $386,052 offset by additional borrowings of $160,000 and the use of aggregate $226,052 of available Envestnet and Yodlee cash in order to fund the merger.

    (b)
    To record estimated loan related fees of $3,750 (allocated between prepaid expenses and other current assets $1,250 and other non-current assets $2,500) in connection with the amended credit facility which are assumed to be paid upon completion of the merger, offset by the write off of capitalized deferred commissions of $1,001 in prepaid expenses and other current assets and $627 in other non-current assets.

    (c)
    To record the estimated fair value of Yodlee's intangible assets and the resulting amortization expense:

 
   
   
  Amortization  
 
  Estimated
Fair Value
  Estimated
Useful Life
in Years
  For the
Twelve Months
Ended
December 31,
2014
  For the
Six Months
Ended
June 30,
2015
 

Customer relationships

    176,000     12   $ 19,145   $ 9,094  

Backlog

    17,000     2     8,500     4,250  

Proprietary technology

    35,000     5     7,000     3,500  

Trade names and domains

    13,000     5     2,600     1,300  

Total intangible assets acquired

  $ 241,000         $ 37,245   $ 18,144  

      Amortization expense related to the customer relationships is amortized on an accelerated method and proprietary technology and trade names and domains is amortized on a straight-line method.

    (d)
    To record the estimated fair value of goodwill of $296,628 for this merger and to eliminate the historical goodwill of Yodlee of $3,068.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

6. Pro Forma Adjustments (Continued)

    (e)
    To record estimated transaction costs totaling $15,044. These estimated costs are not reflected in the unaudited pro forma condensed combined statement of operations as these costs are non-recurring and are directly related to the acquisition.

    (f)
    To record the fair value adjustment to deferred revenues acquired from Yodlee in accordance with ASC 820. The fair value of deferred revenue represents an amount equivalent to the estimated cost plus a reasonable profit margin to perform services based on deferred revenue balances of Yodlee as of June 30, 2015. The fair value adjustment to deferred revenue will reduce revenues during a period of time following the merger; however this adjustment has not been included in the pro forma condensed combined statement of operations because it is non-recurring in nature.

    (g)
    In connection with the merger, Envestnet will amend its credit facility to include a term loan due 36 months after the date of acquisition in the amount of $100,000. The amendment will be effective upon completion of the merger. In addition, Envestnet expects to draw an additional $60,000 from the existing revolver included in the credit facility.

    To record the estimated interest expense related to the credit facility related to the acquisition and the amortization of upfront credit facility fees offset by forgone interest income associated with cash to have been used to partially fund a portion of the merger consideration:

 
  For the
Year Ended
December 31,
2014
  For the
Six Months
Ended
June 30,
2015
 

Estimated interest expense on credit facility

  $ 5,760   $ 2,880  

Estimated amortization of upfront facility fees

    1,250     625  

Less: forgone interest income

    (160 )   (80 )

Net

  $ 6,850   $ 3,425  

      The calculation of interest expense on the long-term debt securities assumes no repayment of principle for the periods presented and an assumed weighted average annual interest rate of 3.60%. An increase or decrease in the average annual interest rate of 0.125% would result in an approximate increase or decrease of $200 and $100 in the estimated interest expense for the year ended December 31, 2014 and the six months ended June 30, 2015, respectively.

    (h)
    To record the estimated deferred tax liability of $96,400 comprised of the difference between the assigned values of the tangible and intangible assets acquired and the tax basis of those assets offset by an estimated deferred tax asset in the amount of $50,231 related to the reversal of Yodlee's valuation allowance. Envestnet assumed a blended 40% tax rate for all periods shown when estimating the tax impact of the merger, representing the federal statutory tax rate and an estimated state tax rate. The effective tax rate of the combined company could be significantly different than 40% depending upon post-acquisition activities of the combined company. Envestnet assumed the deferred tax items to be non-current in nature.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

6. Pro Forma Adjustments (Continued)

    (i)
    To eliminate Yodlee's historical common shares and additional paid-in capital of $447,342 and to record the stock portion of the merger consideration totaling $185,804 and to record the attribution of the fair market value of replacement awards of $1,881.

    (j)
    To eliminate Yodlee's historical accumulated deficit and accumulated other comprehensive loss totaling $364,843 retained earnings and to record the effects of adjustment (e).

    (k)
    Envestnet will issue shares of restricted stock and stock options to certain former Yodlee employees at the time of closing. The restricted stock and stock options vest one-third on each of the first three anniversaries of the grant date. The vesting schedules of the rollover awards remains unchanged. To record stock-based compensation for the issuance of the restricted shares and stock options net of estimated forfeitures, to record stock-based compensation related to the rollover awards, and to eliminate stock-based compensation recorded by Yodlee for the historical periods presented:

 
  For the
Year Ended
December 31,
2014
  For the
Six Months
Ended
June 30,
2015
 

Stock compensation expense for rollover RSA grants

  $ 10,856   $ 5,340  

Stock compensation expense for new options and RSA grants

    2,442     1,221  

Less: Historical Yodlee stock compensation expense

    (7,135 )   (4,462 )

Net

  $ 6,163   $ 2,099  
    (l)
    To record the pro forma tax effect for the year ended December 31, 2014 and for the six months ended June 30, 2015 on the adjustments to pro forma net loss and net income before income tax provision at a blended tax rate of 40%. The pro forma combined income tax benefits do not reflect the amounts that would have resulted had Envestnet and Yodlee filed consolidated income tax returns during the periods presented.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

6. Pro Forma Adjustments (Continued)

    (m)
    The adjustments to basic earnings per share ("EPS") for the periods presented are summarized as follows:

 
  Year Ended
December 31,
2014
  Six Months
Ended
June 30,
2015
 

Envestnet weighted average shares used to compute basic EPS

    34,559,558     35,463,623  

Envestnet shares issued to acquire Yodlee

    5,985,953     5,985,953  

Pro forma weighted average basic shares oustanding

    40,545,511     41,449,576  

Combined Envestnet and Yodlee weighted average shares outstanding

   
47,361,558
   
65,104,623
 

Pro forma adjustment to compute basic weighted average shares outstanding

    (6,816,047 )   (23,655,047 )

      The adjustments to diluted earnings per share for the periods presented are summarized as follows:

 
  Year Ended
December 31,
2014
  Six Months
Ended
June 30,
2015
 

Envestnet weighted average shares used to compute diluted EPS

    36,877,599     37,504,028  

Less: common equivalent shares no longer dilutive

    (2,318,041 )   (2,040,405 )

Envestnet shares issued to acquire Yodlee

    5,985,953     5,985,953  

Pro forma weighted average diluted shares oustanding

    40,545,511     41,449,576  

Combined Envestnet and Yodlee weighted average shares outstanding

   
49,679,599
   
67,145,028
 

Pro forma adjustment to compute diluted weighted average shares outstanding

    (9,134,088 )   (25,695,452 )

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(all numbers are in thousands except share and per share information unless otherwise indicated)

7. Pro Forma Adjusted EBITDA

        The following table sets forth the reconciliation of net income to adjusted EBITDA based on the unaudited pro forma results for the year ended December 31, 2014 for Envestnet, Placemark and Yodlee:

 
  Year Ended December 31, 2014  
 
  Pro Forma    
   
   
 
 
  Envestnet
and
Placemark
Combined(1)
  Historical   Pro Forma