ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 3, 2020, Intuit Inc., a Delaware corporation ("Parent"), completed
the previously announced acquisition of Credit Karma, Inc., a Delaware
corporation (the "Company"), pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of February 24, 2020, by and among Parent, the
Company, Halo Merger Sub I, Inc., a Delaware corporation and wholly owned
subsidiary of Parent ("Merger Sub"), Halo Merger Sub II, LLC, a Delaware limited
liability company and wholly owned subsidiary of Parent ("Merger Sub II"), and
Shareholder Representative Services LLC, a Colorado limited liability company,
as the securityholder representative thereunder. Pursuant to the Merger
Agreement, among other matters, (i) Merger Sub merged with and into the Company
(the "First Merger"), with the Company continuing as the surviving corporation
(the "Surviving Corporation") and (ii) the Surviving Corporation merged with and
into Merger Sub II (the "Second Merger" and, together with the First Merger, the
"Mergers"), with Merger Sub II continuing as the surviving company.
At the closing of the Mergers, Parent provided total consideration of
approximately $3.4 billion in cash and 13.3 million shares of Parent stock and
equity awards with a fair value of $4.7 billion. The total consideration
includes approximately $300 million of acquired cash. The fair value of Parent's
stock and equity awards in connection with the Mergers is based on the closing
price of Parent common stock of $355.49 on December 2, 2020. Of the 13.3 million
shares that are part of the total consideration, 11.3 million of those shares
were issued at closing, with approximately 775,000 of those shares, valued at
approximately $300 million, being subject to a revest provision and expensed
over three years. The $3.4 billion in cash and 11.3 million shares also include
$250 million and 834,000 shares of Parent common stock, valued at approximately
$300 million, that were deposited into an escrow fund for a period of twelve
months. The escrow fund will secure potential payment obligations of certain
former securityholders of the Company with respect to a post-closing price
adjustment and potential indemnification obligations. The other 2 million shares
are issuable upon vesting of assumed equity awards, and have a value of
approximately $700 million which will be expensed over approximately three
years. Parent also established an equity retention pool of $300 million which
will be granted within 60 days of close and expensed over four years.
The issuance of the Parent stock consideration was registered under the
Securities Act of 1933, as amended, pursuant to a registration statement on Form
S-4 (File No. 333-237944), as amended, filed by Parent with the Securities and
Exchange Commission (the "SEC") and declared effective on May 8, 2020 (the
"Registration Statement"). The consent solicitation statement/prospectus
included in the Registration Statement contains additional information about the
Mergers, the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Mergers and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed with the SEC as Exhibit 2.01 in a Current
Report on Form 8-K on February 24, 2020, and is incorporated into this report by
reference.
ITEM 8.01 OTHER EVENTS.
On December 3, 2020, Parent issued a press release announcing the completion of
the Mergers, a copy of which is attached as Exhibit 99.01 and is incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
2.01 Agreement and Plan of Merger, dated as of February 24, 2020, by and
among Intuit Inc., Halo Merger Sub I, Inc., Halo Merger Sub II, LLC,
Credit Karma, Inc. and Shareholder Representative Services LLC
(incorporated by reference to Parent's Current Report on Form 8-K
filed with the SEC on February 24, 2020)*
99.01 Press release issued on December 3, 2020, announcing the completion
of the Mergers
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
* The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish
copies of such schedules to the Securities and Exchange Commission upon
request by the Commission.
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