Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On March 13, 2023, Momentive Global Inc. ("Momentive") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mercury Bidco LLC ("Parent") and Mercury Merger Sub, Inc. ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Momentive (the "Merger"), with Momentive continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Surviving Corporation"). Parent and Merger Sub are entities formed by an investor consortium led by STG Partners, LLC ("STG").

Momentive's Board of Directors (the "Board") unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of Momentive and its stockholders, and approved the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board also unanimously resolved to recommend that Momentive's stockholders vote to adopt the Merger Agreement and approve the Merger.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of Momentive, par value $0.00001 per share ("Common Stock"), outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Common Stock owned by stockholders of Momentive who have properly exercised appraisal rights in accordance with Delaware law) will, at the Effective Time, automatically be converted into the right to receive $9.46 in cash (the "Per Share Price"), without interest and subject to applicable withholding taxes.

Pursuant to the Merger Agreement, at the Effective Time, each Momentive outstanding restricted stock unit (a "Company RSU") under the applicable Equity Plan of Momentive that is vested at the Effective Time (but not yet settled) or that vests as a result of the consummation of transactions contemplated by the Merger Agreement will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Common Stock subject to such vested Company RSU immediately prior to the Effective Time, multiplied by (2) the Per Share Price, less applicable Taxes required to be withheld with respect to such payment. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU under the applicable Equity Plan of Momentive that is not vested at the Effective Time will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive a cash award equal to (1) the total number of shares of Common Stock subject to such unvested Company RSU immediately prior to the Effective Time, multiplied by (2) the Per Share Price, less applicable Taxes required to be withheld with respect to such payment, which resulting payment will be subject to the same vesting terms and conditions as applied to such unvested Company RSU immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of Momentive restricted stock ( "Company Restricted Stock") under the applicable Equity Plan of Momentive, excluding shares of Company Restricted Stock that vest immediately prior to or as of the Effective Time including as a result of the consummation of the transactions contemplated by the Merger Agreement, will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the contingent right to receive a cash award equal to (1) the total number of shares of Common Stock subject to such outstanding Company Restricted Stock award immediately prior to the Effective Time (as determined in accordance with the applicable award agreement), multiplied by (2) the Per Share Price, less applicable Taxes required to be withheld with respect to such payment, which resulting payment will be subject to the same vesting terms and conditions as applied to such Company Restricted Stock award immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock under the applicable Equity Plan of Momentive that is vested at the Effective Time will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive (without interest) an amount in cash equal to (1) the total number of shares of Common Stock subject to such vested option multiplied by (2) the excess, if any, of (a) the Per Share Price over (b) the exercise price per share of such vested option, less applicable Taxes required to be withheld with respect to such payment. Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock under the applicable Equity Plan of Momentive that is not vested at the Effective Time will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the contingent right to receive a cash award equal to (1) the total number of shares of Common Stock subject to such unvested option immediately prior to the Effective Time, multiplied by (2) the excess, if any, of (a) the Per Share Price over (b) the exercise price per share of such unvested option, less applicable Taxes required to be withheld with respect to such payment, which resulting payment will be subject to the same vesting terms and conditions as applied to such unvested options immediately prior to the Effective Time. Any option (whether vested or unvested) to purchase shares of Common Stock that has an exercise price per share that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment.

Completion of the Merger is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock; (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other specified regulatory approvals; and (3) the absence of an order or law preventing the Merger.

The Merger Agreement contains customary representations, warranties and covenants made by each of Momentive, Parent and Merger Sub, including, among others, covenants by Momentive regarding the conduct of its business prior to the closing of the Merger. Momentive is also subject to customary "no-shop" restrictions on its ability (and the ability of its subsidiaries and representatives) to (1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist alternative acquisition proposals from third parties; (2) subject to certain exceptions, provide nonpublic information relating to Momentive or any of its subsidiaries to third parties in connection with alternative acquisition proposals, or (3) subject to certain exceptions, participate or engage in discussions or negotiations with third parties regarding alternative acquisition proposals. In addition, Momentive has agreed that, subject to certain exceptions, the Board will not withdraw its recommendation that Momentive's stockholders vote to adopt the Merger Agreement. Momentive has also agreed that it will file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the adoption of the Merger Agreement by Momentive's stockholders promptly after the execution of the Merger Agreement (but in no event later than 30 business days after the date of the Merger Agreement, to the extent practicable), and Momentive will convene and hold a special meeting of Momentive's stockholders for the purpose of seeking the adoption of the Merger Agreement as promptly as reasonably practicable following the mailing of the definitive proxy statement to Momentive's stockholders.

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Either Momentive or Parent may, subject to certain exceptions, terminate the Merger Agreement if (1) the Effective Time has not occurred by September 13, 2023 which date may be extended up to two times to December 13, 2023 and to March 13, 2023 if either (A) required regulatory approvals have not been obtained at such time or (B) Momentive or Parent has brought an active litigation seeking specific performance of the Merger Agreement (the "Termination Date"), (2) a governmental authority of competent jurisdiction has issued a final non-appealable governmental order preventing, materially restraining or materially impairing the consummation of the Merger or (3) Momentive's stockholders fail to adopt the Merger Agreement at a special meeting of Momentive's stockholders at which a vote is taken on the adoption of the Merger Agreement. Momentive may terminate the Merger Agreement in certain additional limited circumstances, including to allow Momentive to enter into an agreement providing for an alternative acquisition transaction that constitutes a Superior Proposal (as defined in the Merger Agreement). Parent may terminate the Merger Agreement in certain additional limited circumstances, including if the Board withdraws its recommendation that Momentive's stockholders vote to adopt the Merger Agreement or if Momentive willfully and materially breaches its "no-shop" restrictions in the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, Momentive will be required to pay Parent a termination fee of $52,000,000. Specifically, this termination fee is payable by Momentive to Parent if the Merger Agreement is terminated by (1) Parent following the Board's determination to change its recommendation with respect to the Merger; (2) Parent if Momentive willfully and materially breaches its "no-shop" restrictions in the Merger Agreement; or (3) Momentive following the decision by the Board to authorize the acceptance of a Superior Proposal. The termination fee will also be payable in certain circumstances if (1) the Merger Agreement is terminated under certain circumstances; (2) prior to such termination (but after the date of the Merger Agreement) a proposal to acquire at least 50 percent of Momentive's stock or assets is publicly announced or disclosed, or in certain circumstances provided to the Board, and not withdrawn or abandoned; and (3) Momentive subsequently enters into a definitive agreement providing for a transaction involving the acquisition of at least 50 percent of its stock or assets within one year of such termination and such transaction is ultimately consummated.

Upon termination of the Merger Agreement under other specified circumstances, Parent will be required to pay Momentive a termination fee of $104,000,000. Specifically, if the Merger Agreement is validly terminated by Momentive because (1) of a material breach of Parent or Merger Sub's representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied, subject to a notice and cure period, or (2) Parent and Merger Sub fail to consummate the Closing as required pursuant to, and in the circumstances specified in, the Merger Agreement, then, in each case, the termination fee will be payable by Parent to Momentive upon termination. In connection with the execution of the Merger Agreement, certain funds managed or advised by STG have provided Momentive with a guarantee in favor of Momentive (the "Guarantee"). The Guarantee guarantees, among other things, the payment of the termination fee payable by Parent, subject to the conditions set forth in the Guarantee.

The Merger Agreement also provides that Momentive, on one hand, or Parent and Merger Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, including the obligation to consummate the Merger if the conditions set forth in the Merger Agreement are satisfied. Parent's and Merger Sub's aggregate liability for monetary damages for breaches of the Merger Agreement are capped at $104,000,000 plus certain enforcement expenses and reimbursement obligations, and Momentive's liability for monetary damages for breaches of the Merger Agreement are capped at $52,000,000 plus certain enforcement expenses.

Pursuant to an equity commitment letter dated March 13, 2023, the investment consortium led by STG committed to provide Parent, at the effective time of the Merger, with an equity investment of approximately $1.17 billion to fund a portion of the aggregate Merger consideration and to pay fees and expenses related to the Merger, subject to the terms and conditions of the equity commitment letter. Momentive is a third party beneficiary of the equity commitment letter and is entitled to enforce the investment commitment, on the terms and subject to the conditions set forth therein. Pursuant to a debt commitment letter dated March 13, 2023, the lenders party to that letter committed to provide Parent, at the effective time of the Merger, with debt financing of $450 million to fund a portion of the aggregate Merger consideration and to refinance Momentive's existing credit facilities, subject to the terms and conditions of the debt commitment letter.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

A copy of the Merger Agreement has been included to provide Momentive's stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about Momentive, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Momentive's stockholders or other security holders, but rather as a way of allocating the risk between the parties . . .

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits

Exhibit No.       Description

2.1                 Agreement and Plan of Merger, dated March 13, 2023, among
                  Mercury Bidco LLC, Mercury Merger Sub, Inc. and Momentive Global
                  Inc.*

10.1                Form of Voting Agreement, dated March 13, 2023, among Mercury
                  Bidco LLC, Mercury Merger Sub, Inc., Momentive Global Inc. and
                  certain stockholders of Momentive Global Inc.*

99.1                Press Release, dated March 13, 2023.

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

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Momentive will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Momentive may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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