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ACQUISITIONS
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
2021 Business Combination
On February 26, 2021 (the “Closing Date”), the Company completed the acquisition of Wrangler Topco, LLC (“Wrangler”), the parent entity of Wrike, Inc. (“Wrike”), a leader in the SaaS collaborative work management space, for approximately $2.07 billion (the “Purchase Consideration”). The Purchase Consideration consisted of a base purchase price of $2.25 billion and was subject to certain adjustments as provided for under the related Agreement and Plan of Merger dated January 16, 2021 (the “Wrike Agreement”). The addition of Wrike’s cloud-delivered capabilities was intended to expand the Company's collaborative work management capabilities. Under the Wrike Agreement, the Company acquired all of the issued and outstanding equity securities of Wrangler.
Under the terms of the Wrike Agreement, certain unvested stock options held by Wrike employees were assumed by the Company and converted into options to purchase 526,113 shares of the Company's common stock that were valued at $54.3 million using the Black-Scholes option-pricing model. The portion of the fair value of the assumed stock options associated with pre-combination service of Wrike employees was valued at $28.9 million and represented a component of the Purchase Consideration. The remaining fair value of $25.4 million is being recognized as post-combination stock-based compensation expense over the service period. See Note 8 for detailed information on the assumed stock options.
The Company incurred $20.4 million of expenses related to the Wrike acquisition, of which $0.3 million and $0.6 million were expensed during the three and six months ended June 30, 2022, respectively, and $0.3 million and $15.8 million were expensed during the three and six months ended June 30, 2021, respectively, and are included in General and administrative expense in the accompanying condensed consolidated statements of income.
In February 2021, the Company entered into a three-year term loan credit agreement providing for a $1.00 billion senior unsecured term loan (the “2021 Term Loan”) and issued $750.0 million of unsecured senior notes due March 1, 2026 (the “2026 Notes”). The proceeds of the 2021 Term Loan and the 2026 Notes were used (i) to fund a portion of the purchase price of the acquisition and (ii) to pay fees and expenses incurred in connection with the acquisition. The Company incurred $9.1 million of issuance costs that were netted against Long-term debt in the accompanying condensed consolidated balance sheets. See Note 11 for detailed information on the debt financing.
PENDING MERGER TRANSACTION
On January 31, 2022, the Company entered into a Merger Agreement with Parent, Merger Sub and, for certain limited purposes detailed in the Merger Agreement, TIBCO, pursuant to which Merger Sub will merge with and into the Company, or the Merger, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by an affiliate of Vista. Vista is partnering with Evergreen, an affiliate of Elliott, to acquire all of the Company Common Stock for $104.00 per share in cash.
The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock (which was obtained at a Special Meeting of Stockholders held on April 21, 2022), the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which occurred on March 16, 2022), certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. Subject to the satisfaction (or if applicable, waiver) of such conditions, the Merger is currently expected to close during the third quarter of 2022.
Under the terms of the Merger Agreement, the Company may be required to pay Parent a termination fee of $409.0 million if the Merger Agreement is terminated under certain specified circumstances. The Merger Agreement additionally provides that Parent pay the Company a termination fee of $818.0 million under certain specified circumstances.
The Company incurred $20.9 million of expenses related to the Merger, of which $3.2 million and $18.8 million were expensed during the three and six months ended June 30, 2022, respectively, and are included in General and administrative expense in the accompanying condensed consolidated statements of income.