ANAPLAN, INC.

(PLAN)
Delayed Nyse  -  04:00 2022-06-21 pm EDT
63.73 USD   +0.58%
06/24ANAPLAN, INC.(NYSE : PLAN) dropped from S&P Software & Services Select Industry Index
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06/24ANAPLAN, INC.(NYSE : PLAN) dropped from S&P Global BMI Index
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06/24ANAPLAN, INC.(NYSE : PLAN) dropped from S&P TMI Index
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ANAPLAN, INC. : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

06/22/2022 | 09:11am EDT

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction to this Current Report on Form 8-K (the "Introduction") is incorporated into this Item 2.01 by reference.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company ("Company Shares") issued and outstanding as of immediately prior to the Effective Time (other than Company Shares to be canceled pursuant to Section 2.6(b) of the Merger Agreement and any Company Shares that have properly and validly exercised their statutory rights of appraisal) were cancelled and automatically converted into the right to receive cash in an amount equal to $63.75, net of applicable withholding taxes and without interest thereon (the "Merger Consideration").

Vested and unvested Company stock options were cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such stock option multiplied by (ii) the number of Company Shares subject to such stock option (less applicable deductions and withholdings), with payment with respect to the Company stock options that remained unvested following application of the additional vesting credit (as described below) to be made at the same time as such unvested Company stock options would have vested pursuant to their terms and subject to the Optionholder's continued service through the applicable vesting date(s).

Vested and unvested Company restricted stock units (including any restricted stock units that had been subject to performance conditions that were not satisfied at the Effective Time, which performance conditions were deemed satisfied at 100% of the target levels of performance in accordance with the terms of the applicable stock plan and award agreement) were, subject to the following sentence, cancelled at the Effective Time and converted automatically into the right to receive an amount in cash equal to (i) the Merger Consideration multiplied by (ii) the number of Company Shares subject to such restricted stock unit (less applicable deductions and withholdings), with payment with respect to the Company restricted stock units that remained unvested following application of the additional vesting credit (as described below) to be made at the same time as such unvested Company restricted stock units would have vested pursuant to their terms and subject to such holder's continued service through the applicable vesting date(s).

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Unvested Company restricted stock units and unvested Company stock options, in each case, that were not subject to performance conditions, that were outstanding on the date of the Merger Agreement and that would have vested on or prior to January 31, 2023 in accordance with their terms as in effect as of the date of the Merger Agreement each received additional vesting credit, were deemed vested as of the Effective Time and will be paid following the Closing. Any remaining unvested Company restricted stock units and unvested Company stock options, in each case, that were not subject to performance conditions (i.e., any time-based Company restricted stock units or stock options that remained outstanding and unvested after the Effective Time following application of the additional vesting credit through January 31, 2023 as described above) were converted to cash awards, and will vest and be paid on their original vesting . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

In connection with the closing of the Merger, on June 22, 2022, the Company notified the New York Stock Exchange (the "NYSE") of its intent to remove its Company Shares from listing on the NYSE and requested the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the "SEC") to delist and deregister its Company Shares. The Company intends to file with the SEC a Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting the deregistration of the Company Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Shares on the NYSE was suspended prior to market open on June 22, 2022.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introduction and under Items 2.01 and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

In connection with the Merger, the aggregate purchase price paid for all equity securities of the Company was approximately $10.4 billion. The purchase price was funded by equity financing from Thoma Bravo and certain co-investors and debt financing from third-party debt financing sources.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company (other than Frank Calderoni) ceased to be directors of the Company, as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub became directors of the Company. At the Effective Time, the Company's board of directors consisted of Frank Calderoni and Vikas Mehta.

The officers of the Company immediately prior to the Effective Time continued as officers of the Company following the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (the "Amended and Restated Bylaws"). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On June 22, 2022, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.     Description

 3.1        Amended and Restated Certificate of Incorporation of the Company.

 3.2        Amended and Restated Bylaws of the Company.

99.1        Press Release, dated June 22, 2022, issued by the Company.

104       Cover Page Interactive Data File (formatted as Inline XBRL)

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