Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 7, 2022, Alteryx, Inc., a Delaware corporation ("Alteryx"),
completed its previously announced acquisition of Trifacta Inc., a Delaware
corporation ("Trifacta"), pursuant to the terms of an Agreement and Plan of
Merger (the "Merger Agreement") with Alteryx Thunder Sub, Inc., a Delaware
corporation and direct wholly owned subsidiary of Alteryx ("Merger Sub"),
Trifacta, and Shareholder Representative Services LLC, as representative of the
Trifacta securityholders.
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into
Trifacta (the "Merger"), and upon consummation of the Merger, Merger Sub ceased
to exist and Trifacta became a direct wholly owned subsidiary of Alteryx. Upon
consummation (the "Closing") of the Merger, all outstanding shares of Trifacta
capital stock, options and warrants to purchase Trifacta capital stock were
cancelled in exchange for $400.0 million in cash to existing Trifacta
securityholders, subject to customary adjustments for working capital,
transaction expenses, cash and indebtedness. In addition, Alteryx has
established a retention pool in an aggregate amount of approximately
$75.0 million in the form of restricted stock units covering shares of Alteryx
Class A common stock that will be granted to certain Trifacta employees under
Alteryx's 2017 Equity Incentive Plan in accordance with the terms of the Merger
Agreement. The Merger Agreement contains customary representations, warranties
and covenants by Alteryx and Trifacta. A portion of the aggregate consideration
is held in escrow to secure the indemnification obligations of the Trifacta
securityholders.
The foregoing description in this Item 2.01 of certain terms of the Merger
Agreement and the transactions contemplated thereby do not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of the Merger Agreement, which will be filed as an exhibit to
Alteryx's Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
On February 7, 2022, Alteryx issued a press release announcing the Closing of
the Merger. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 7, 2022.
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document.
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