Item 1.01 Entry into a Material Definitive Agreement.
On October 29, 2021, Medallia and U.S. Bank National Association, as trustee
(the "Trustee"), entered into the First Supplemental Indenture (the
"Supplemental Indenture") to the Indenture, dated as of September 18, 2020 (the
"Indenture"), between Medallia and the Trustee, relating to Medallia's 0.125%
Convertible Senior Notes due 2025 (the "Notes").
Pursuant to the terms of the Indenture, the Supplemental Indenture was required
to be entered into in connection with the consummation of the Merger. The
Supplemental Indenture provides that, from and after the effective time of the
Merger, for all conversions of the Notes, (1) the consideration due upon
conversion of each $1,000 principal amount of Notes will be solely cash in an
amount equal to the conversion rate then in effect on the conversion date (as
may be increased pursuant to the terms of the Indenture), multiplied by $34.00;
and (2) Medallia will satisfy its conversion obligation by paying cash to
converting holders of the Notes as provided in the Supplemental Indenture.
The foregoing description of the Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Termination of the Credit Agreement
On October 29, 2021, in connection with the consummation of the Merger, Medallia
terminated and repaid in full all outstanding obligations due under the Credit
Agreement, dated September 4, 2020, by and among Wells Fargo Bank, National
Association, as administrative agent, swingline lender and issuing lender,
Medallia and the lenders from time to time party thereto (the "Credit
Agreement").
Termination of Capped Call Transactions
On September 15, 2020, in connection with the pricing of the Notes, Medallia
entered into capped call transactions (the "Base Capped Call Transactions") with
certain financial institutions (each a "Capped Call Counterparty" and,
collectively, the "Capped Call Counterparties"). On September 16, 2020, in
connection with the exercise of the option to purchase additional Notes by the
initial purchasers of the Notes, Medallia entered into additional capped call
transactions with the Capped Call Counterparties (the "Additional Capped Call
Transactions" and, together with the Base Capped Call Transactions, the "Capped
Call Transactions").
In connection with the Merger, Medallia entered into a termination agreement
with each Capped Call Counterparty pursuant to which the Capped Call
Transactions with such Capped Call Counterparty terminated upon the closing of
the Merger in exchange for an agreed-upon cash payment from such Capped Call
Counterparty payable within one business day following the closing of the
Merger.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 29, 2021, pursuant to the terms of the Merger Agreement, the Merger
was consummated. In the Merger, each issued and outstanding share of Medallia's
common stock (other than shares (1) held by Medallia as treasury stock; (2)
owned by Parent or Merger Sub; (3) owned by any direct or indirect wholly owned
subsidiary of Parent or Merger Sub; or (4) held by stockholders who have neither
voted in favor of the adoption of the Merger Agreement nor consented thereto in
writing and properly and validly exercised their statutory rights of appraisal
under Delaware law) was canceled and extinguished and automatically converted
into the right to receive cash in an amount equal to $34.00, without interest
(the "Per Share Price").
In addition, with respect to the Medallia's equity-based awards (other than
stock options, which are described below), pursuant to the Merger Agreement, at
the effective time of the Merger, (1) each outstanding equity-based award, to
the extent then vested, was canceled and converted into a right to receive an
amount in cash, without interest, equal to the product obtained by multiplying
(a) the amount of the Per Share Price by (b) the total number of shares of
Medallia's common stock then subject to the then-vested portion of such
equity-based award; and (2) each outstanding equity-based award, to the extent
not then vested, was canceled and converted into a right to receive an amount in
cash, without interest, equal to the product obtained by multiplying (a) the
amount of the Per Share Price by (b) the total number of shares of Medallia's
common stock subject to the then-unvested portion of such equity-based award,
with such cash amount, subject to the holder's continued service with Parent and
its affiliates (including Medallia) through the applicable vesting dates,
vesting and being payable in accordance with the existing vesting schedule of
such equity-based award (except that, with respect to any equity-based award
that, immediately prior to the effective time of the Merger, remains subject to
performance vesting conditions, the performance metrics of such award shall be
deemed achieved in accordance with an agreed-upon schedule (which, generally
speaking, will reflect the actual level of achievement of the award's
performance metrics), and the applicable cash amount shall vest at the end of
the award's applicable service period, subject to the holder's continued service
through such date).
With respect to Medallia's stock options, pursuant to the Merger Agreement, at
the effective time of the Merger, (1) each outstanding stock option, to the
extent then vested, was canceled and converted into a right to receive an amount
in cash, without interest, equal to the product obtained by multiplying (a) the
amount of the Per Share Price (less the exercise price per share attributable to
such stock option) by (b) the total number of shares of Medallia's common stock
issuable upon exercise in full of such stock option; and (2) each outstanding
stock option, to the extent not then vested, was canceled and converted into a
right to receive an amount in cash, without interest, equal to the product
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On October 29, 2021, Medallia notified The New York Stock Exchange (the "NYSE")
of the consummation of the Merger. Medallia requested that the NYSE delist
Medallia's common stock on October 29, 2021. As a result, trading of Medallia's
common stock on the NYSE was suspended prior to the opening of the NYSE on
October 29, 2021. Medallia also requested that the NYSE file a notification of
removal from listing and registration on Form 25 with the Securities and
Exchange Commission (the "SEC") to effect the delisting of Medallia's common
stock from the NYSE and the deregistration of Medallia's common stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Medallia intends to file with the SEC a Form 15 requesting the
termination of registration of Medallia's common stock under Section 12(g) of
the Exchange Act and the suspension of reporting obligations under Section 13
and Section 15(d) of the Exchange Act.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of
this Current Report on Form 8-K is incorporated by reference.
Item 5.01 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of Medallia
occurred. Following the consummation of the Merger, Medallia became a wholly
owned subsidiary of Parent.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 29, 2021, and as a result of the consummation of the Merger, Leslie
J. Stretch and Roxanne M. Oulman became the directors of Medallia. The
following persons, who were directors of Medallia prior to the effective time of
the Merger, are no longer directors of Medallia: Borge Hald, Mitchell K.
Dauerman, Douglas M. Leone, Stan Meresman, Steven Walske, Amy Pressman, Leslie
Kilgore, James D. White and Robert Bernshteyn.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, the certificate of incorporation and bylaws of Medallia were amended and
restated to read in their entirety as the certificate of incorporation and
bylaws, respectively, of Merger Sub as in effect immediately prior to the
effective time of the Merger. The amended and restated certificate of
incorporation and the amended and restated bylaws of Medallia are filed as
Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On October 29, 2021, Medallia and Thoma Bravo, L.P. issued a joint press release
announcing the consummation of the Merger. A copy of this press release is
attached as Exhibit 99.1 and is incorporated by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated July 25, 2021, between Project
Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by Medallia on July 27, 2021).
3.1 Amended and Restated Certificate of Incorporation of Medallia, Inc.
3.2 Amended and Restated Bylaws of Medallia, Inc.
4.1 First Supplemental Indenture between Medallia, Inc. and U.S. Bank
National Association.
10.1 Form of Termination Agreement between Medallia, Inc. and the
applicable Capped Call Counterparty.
99.1 Press release, dated October 29, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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