Item 1.01 Entry into a Material Definitive Agreement

Concurrently with the closing of the Merger, Parent, as the borrower, and the Company, as a guarantor, entered into that certain Credit Agreement with Alter Domus (US) LLC, as administrative agent and collateral agent, the lenders from time to time party thereto and the guarantors from time to time party thereto (the "Credit Agreement"), which provides for (i) a term loan facility in an aggregate principal amount equal to $650 million and (ii) a revolving loan facility in an aggregate principal amount equal to $65 million. Parent is the borrower, and certain of its subsidiaries are guarantors, under the Credit Agreement. The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their respective types.

Item 1.02 Termination of a Material Definitive Agreement

The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.

Concurrently with the closing of the Merger, the Company repaid all loans and terminated all credit commitments outstanding under the Amended and Restatement Agreement to Credit Agreement, dated as of October 22, 2021 (as amended by Amendment No. 1 to Credit Agreement, dated as of November 8, 2022), by and among Disco Topco Holdings (Cayman), L.P., Duck Creek Technologies LLC, Bank of America, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, BofA Securities, Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and the other lenders from time to time party thereto.

Item 2.01 Completion of Acquisition or Disposition of Assets

Completion of the Merger

The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of the Company ("Duck Creek Common Stock") outstanding immediately prior to the Effective Time was automatically cancelled and extinguished and automatically converted into the right to receive $19.00 in cash, without interest (the "Merger Consideration").

Pursuant to the Merger Agreement, at the Effective Time:

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• each award of restricted Duck Creek Common Stock issued under the Duck Creek

Technologies, Inc. 2020 Omnibus Incentive Plan (the "Company Equity Plan")
    ("Company RSA"), whether vested or unvested, that is outstanding as of
    immediately prior to the Effective Time will be fully vested, cancelled and
    automatically converted into the right to receive an amount in cash equal to
    (A) the number of shares of Duck Creek Common Stock subject to such Company
    RSA, multiplied by (B) $19.00, subject to any required withholding of taxes.
    Notwithstanding the foregoing, the cash amount relating to each Company RSA
    granted after January 8, 2023 will not be fully vested and will instead remain
    subject to the same terms and conditions and be paid out on the same vesting
    schedule as applied to such Company RSA prior to the Effective Time, subject
    to the holder's continued employment or service through the applicable vesting
    date;

• each restricted stock unit award granted under the Company Equity Plan


    ("Company RSU"), whether vested or unvested, that is outstanding as of
    immediately prior to the Effective Time will be fully vested, cancelled and
    automatically converted into the right to receive an amount in cash equal to
    (A) the number of shares of Duck Creek Common Stock subject to such Company
    RSU, multiplied by (B) $19.00, subject to any required withholding of taxes.
    Notwithstanding the foregoing, the cash amount relating to each Company RSU
    that was granted after January 8, 2023 will not be fully vested and will
    instead remain subject to the same terms and conditions and be paid out on the
    same vesting schedule as applied to such Company RSU prior to the Effective
    Time, subject to the holder's continued employment or service through the
    applicable vesting date;

• each award that is measured by reference to a share of Duck Creek Common Stock


    granted under the Company Equity Plan ("Company Phantom Stock Award"), whether
    vested or unvested, that is outstanding as of immediately prior to the
    Effective Time will be fully vested, cancelled and automatically converted
    into the right to receive an amount in cash equal to (A) the number of shares
    of Duck Creek Common Stock measured by reference to such Company Phantom Stock
    Award, multiplied by (B) $19.00, subject to any required withholding of taxes;
    and

• each option to purchase shares of Duck Creek Company Stock granted under the

Company Equity Plan and each stock appreciation right granted under the . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

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

Standard; Transfer of Listing

The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

On March 30, 2023, the Company notified The Nasdaq Global Select Market ("Nasdaq") that the Merger had been consummated and requested that Nasdaq suspend trading of the Duck Creek Common Stock on Nasdaq prior to the opening of trading on March 30, 2023. The Company also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Duck Creek Common Stock from Nasdaq and the deregistration of such Duck Creek Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Duck Creek Common Stock will no longer be listed on Nasdaq.

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In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of the shares of Duck Creek Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Common Stock.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

The information set forth in the Introductory Note and the information set forth under Items 1.01, 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. Parent is an affiliate of Vista Equity Partners Management, LLC. The aggregate consideration of the Merger will be approximately $2.6 billion, which will be fully funded by equity financing.

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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.

Effective as of the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to consummation of the Merger resigned as directors of the Company and Maneet Saroya, Jeffrey Wilson, Jack Dillon, Chad Martin and Michael Jackowski were appointed as directors of the Company.

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

Year

The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Certificate of Incorporation set forth in Exhibit A to the Merger Agreement (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the Bylaws of Merger Sub as in effect immediately prior to the Effective Time (except for provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability) (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.




Item 8.01 Other Events

On March 30, 2023, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01 Exhibits.



(d) Exhibits



No.                                        Description

  2.1      Agreement and Plan of Merger, dated as of January 8, 2023, by and among the
           Company, Disco Parent, LLC and Disco Merger Sub, Inc. (Incorporated by
           reference to Exhibit 2.1 to the Current Report on Form 8-K as filed with
           the SEC on January 10, 2023).

  3.1      Amended and Restated Certificate of Incorporation of Duck Creek
           Technologies, Inc.

  3.2      Amended and Restated Bylaws of Duck Creek Technologies, Inc.

  99.1     Press Release dated March 30, 2023, issued by Duck Creek Technologies, Inc.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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