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Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

16. Subsequent Events

On October 23, 2023, the Company entered into a Merger Agreement with Parent and Merger Sub, providing for the acquisition of the Company, by affiliates of Vista Equity Partners Management, LLC (“Vista”) for $23.00 for each share not held by the Company, affiliates of Vista, including Parent and Merger Sub, and affiliates of General Atlantic, the current majority stockholder of the Company. General Atlantic plans to roll over a portion of its shares into the Surviving Corporation (as defined the Merger Agreement). The transaction is expected to close in the first calendar quarter of 2024, subject to the satisfaction of closing conditions contained the Merger Agreement, including the affirmative vote of the holders of a majority of the outstanding shares of common stock held by the Unaffiliated Company Stockholders (as defined the Merger Agreement). Upon completion of the transaction, the Company’s common stock will no longer be publicly listed and the Company will become a privately-held company. Vista intends to finance the transaction with fully committed equity financing that is not subject to any financing condition.

The Merger Agreement includes a “go-shop” period expiring at 11:59 p.m., Eastern time, on November 22, 2023 (the “No-Shop Period Start Date”), which allows the Company’s board of directors and its advisors to actively engage in certain activities, including discussions or negotiations with respect to acquisition proposals from third parties, subject to the terms and conditions set forth in the Merger Agreement. The Company’s board of directors will have the right to terminate the Merger Agreement to enter into a superior proposal.

The Merger Agreement also contains certain termination rights for Vista, with a termination fee payable by the Company to Vista for up to $144.4 million under certain circumstances. In addition, the Company or Vista may terminate the Merger Agreement if the Merger is not consummated by May 23, 2024.

The foregoing summary of the Merger Agreement and the Support Agreements (as defined the Merger Agreement) is not complete and is qualified in its entirety by the full text of the Merger Agreement and Support Agreements, which are attached as exhibits to this Quarterly Report on Form 10-Q, and described in more detail in Item 1.01 of the Company’s Form 8-K filed with the SEC on October 23, 2023.