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Company Overview and Basis of Presentation
12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Company Overview and Basis of Presentation

1. Company Overview and Basis of Presentation

Business

Momentive Global Inc. (the “Company”), formerly SVMK Inc., is an agile experience management company providing SaaS solutions that help businesses shape what’s next for their stakeholders. The Company's solutions enable customers to collect, analyze, and act on feedback from their existing customers, prospective customers, and employees. The Company offers artificial intelligence powered solutions across five major categories of use cases: 1) Market Insights; 2) Brand Insights; 3) Customer Experience; 4) Employee Experience; and 5) Product Experience, and delivers these solutions across three major product categories—Surveys (SurveyMonkey), Customer Experience (GetFeedback), and Market Research (Momentive). The Company was incorporated in 2011 as SVMK Inc., a Delaware corporation, and is the successor to operations originally started in 1999. In June 2021, SVMK Inc. was rebranded and changed its legal name to Momentive Global Inc. As a result, its common stock began trading under the ticker symbol “MNTV” instead of “SVMK” on The Nasdaq Global Select Market. While the Company’s name has changed, it continues to use the “SurveyMonkey” and “GetFeedback” product brands. The Company’s headquarters are located in the United States and its international operations are primarily based in Ireland, Canada and the Netherlands.

Proposed Merger with Zendesk

On October 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Zendesk, Inc. (“Zendesk”) and Milky Way Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Zendesk (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Zendesk. The Company’s board of directors and the board of directors of Zendesk have each approved the Merger Agreement and the Merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of the Company’s common stock (“Momentive Shares”) (subject to certain exceptions set forth in the Merger Agreement) will be converted in the Merger into the right to receive 0.225 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share, of Zendesk (“Zendesk Shares”), with a cash payment for any fractional shares resulting from the calculation. The Merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes.

The Merger Agreement contains customary representations, warranties and covenants. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Momentive Shares; (ii) the approval of the issuance of Zendesk Shares in the Merger (the “Zendesk Share Issuance”) by a majority of the votes cast by the holders of Zendesk Shares on such proposal; (iii) the approval for listing on the New York Stock Exchange of Zendesk Shares to be issued in the Merger; (iv) the effectiveness of a registration statement on Form S-4 filed with the SEC by Zendesk in connection with the issuance of Zendesk Shares in the Merger; and (v) the expiration or termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Each of Zendesk and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, (i) if the Merger is not consummated by 11:59 p.m. (California time) on July 28, 2022, or (ii) if the required approval of Zendesk’s or the Company’s stockholders is not obtained. In addition, Zendesk may terminate the Merger Agreement if the Company’s board of directors changes its recommendation to the Company’s stockholders to vote in favor of the adoption of the Merger Agreement, and the Company may terminate the Merger Agreement if Zendesk’s board of directors changes its recommendation to Zendesk stockholders to vote to approve the Zendesk Share Issuance. In certain circumstances in connection with the termination of the Merger Agreement, Zendesk or the Company may be required to pay the other a termination fee of $150.0 million.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2021.

Other than transaction expenses associated with the proposed merger of $12.8 million (of which, $0.3 million is included in cost of revenue, $1.3 million is included in research and development, $1.2 million is included in sales and marketing, and $10.0 million is included in general and administrative expense in the accompanying consolidated statements of operations for the year ended December 31, 2021), the terms of the Merger Agreement did not impact the Company's consolidated financial statements.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the results of operations of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. Certain other prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect our results of operations or operating, investing and financing cash flows.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates due to a variety of factors, including the unforeseen effects of the COVID-19 pandemic on the Company’s business and financial results. Due to the COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstances that would require an update to its estimates, judgments or assumptions or a revision to the carrying value of its assets or liabilities as of the date of issuance of its financial statements. These estimates, judgments and assumptions may change in the future, as new events occur or additional information is obtained. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company’s most significant estimate and use of judgment involves the valuation of acquired goodwill and intangibles from acquisitions.

Segment Information

The Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis in order to make decisions about allocating resources and assessing performance for the entire company. The CODM uses one measure of profitability and does not segment the Company’s business for internal reporting. See Notes 3 and 4 for additional information regarding the Company’s revenue and long-lived assets by geographic area.

Related Party Transactions

Certain members of the Company’s board of directors serve as board members, are executive officers of and/or (in some cases) are investors in companies that are customers and/or vendors of the Company. The Company incurred related party expenses of $3.5 million, $4.3 million and $2.2 million during the years ended December 31, 2021, 2020 and 2019, respectively.