Item 8.01 Other Events.
On July 29, 2021, Qualtrics International Inc. (the "Company") and Rhodium
Merger Sub, Inc. (the "Merger Sub"), a wholly-owned subsidiary of the Company,
entered into an Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") to acquire Clarabridge, Inc. ("Clarabridge"), a customer experience
management software company headquartered in Reston, Virginia. The Merger
Agreement provides that, among other things and subject to the terms and
conditions set forth therein, the Company will purchase all of the issued and
outstanding shares of capital stock of Clarabridge for aggregate consideration
of $1.125 billion, subject to certain adjustments, in the form of shares of
Class A common stock ("Company Stock") of the Company (the "Stock
Consideration"); provided, that shares of Clarabridge capital stock held by
unaccredited stockholders will receive cash in lieu of the Stock Consideration.
The number of shares to be issued in connection with the Stock Consideration
will be calculated based on a fixed value of $37.33 per share, which is the
average of the daily volume-weighted average sales price per share of Company
Stock on the Nasdaq Select Market during the ten consecutive trading days ending
three trading days immediately preceding the date of the Merger Agreement. The
Merger Agreement also provides for equity incentive awards to be granted to
certain continuing employees of Clarabridge and its subsidiaries under the
Company's 2021 Employee Omnibus Equity Plan at the Company's sole discretion,
subject to the terms and conditions set forth in the Merger Agreement. The
Company expects the transaction to close during the Company's fourth quarter of
fiscal year ending December 31, 2021, subject to the satisfaction of customary
closing conditions, including the receipt of required regulatory and stockholder
approvals.
The Company and Clarabridge issued a joint press release on July 29, 2021,
announcing the acquisition and such press release is filed herewith as Exhibit
99.1 and incorporated by reference herein.
An investor presentation containing additional information relating to the
acquisition is furnished as Exhibit 99.2 to this Current Report.
2
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements concerning the anticipated benefits and timing of the proposed
transaction between the Company and Clarabridge and the product and markets of
each company. In some cases, you can identify forward-looking statements by
terms such as "anticipate," "believe," "estimate," "expect," "intend," "may,"
"might," "plan," "project," "will," "would," "should," "could," "can,"
"predict," "potential," "target," "explore," "continue," or the negative of
these terms, and similar expressions intended to identify forward-looking
statements. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to numerous uncertainties and risks,
including factors beyond our control, that could cause actual results,
performance or outcomes to differ materially from those anticipated or implied
in the statements, including: the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect the Company's
business and the price of the Company's common stock; the failure to satisfy the
conditions to the consummation of the proposed transaction, including the
receipt of governmental and regulatory approvals; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement; the effect of the announcement or pendency of the proposed
transaction on the companies' respective business relationships, operating
results and business generally; risks that the proposed transaction disrupts the
current plans and operations of the companies; potential difficulties with
respect to employee retention for each of the companies as a result of the
transaction; risks relating to diverting the Company management's attention from
ongoing business operations; the outcome of any legal proceedings that may be
instituted against the Company or Clarabridge relating to the Merger Agreement
or the proposed transaction; the ability of the Company to successfully
integrate Clarabridge's operations, product lines, technology and other assets;
the ability of the Company to implement its plans, forecasts and other
expectations with respect to Clarabridge's business following the completion of
the proposed transaction and realize additional opportunities for growth and
innovation; and unexpected variations in market growth and demand for the
Company's and Clarabridge's products and technologies. Additional risks and
uncertainties that could cause actual results, performance or outcomes to differ
materially from those contemplated by the forward-looking statements are and/or
will be included under the caption "Risk Factors" and elsewhere in the Company's
Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission and any subsequent public filings.
Forward-looking statements speak only as of the date the statements are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation to update forward-looking statements,
whether to reflect new information, events or circumstances after the date they
were made or otherwise, except as required by law.
3
Non-GAAP Financial Measures
To supplement our financial results, which are prepared and presented in
accordance with U.S. generally accepted accounting principles ("GAAP"), we use
certain non-GAAP financial measures, as described below, to understand and
evaluate our core operating performance. These non-GAAP financial measures,
which may be different than similarly-titled measures used by other companies,
are presented to enhance investors' overall understanding of our financial
performance and should not be considered a substitute for, or superior to, the
financial information prepared and presented in accordance with GAAP. We believe
that these non-GAAP financial measures provide useful information about our
financial performance, enhance the overall understanding of our past performance
and future prospects, and allow for greater transparency with respect to
important metrics used by our management for financial and operational
decision-making. We are presenting these non-GAAP measures to assist investors
in seeing our financial performance using a management view, and because we
believe that these measures provide an additional tool for investors to use in
comparing our core financial performance over multiple periods with other
companies in our industry. You should consider non-GAAP results alongside other
financial performance measures and results presented in accordance with GAAP. In
addition, in evaluating non-GAAP results, you should be aware that in the future
we will incur expenses such as those that are the subject of adjustments in
deriving non-GAAP results and you should not infer from our non-GAAP results
that our future results will not be affected by these expenses or any unusual or
non-recurring items. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP
operating income (loss), non-GAAP operating margin, non-GAAP net income (loss),
non-GAAP net income (loss) per share, free cash flow, free cash flow margin: We
define these non-GAAP financial measures as the respective GAAP measures. When
evaluating the performance of our business and making operating plans, we do not
consider these items (for example, when considering the impact of equity award
grants, we place a greater emphasis on overall stockholder dilution rather than
the accounting charges associated with such grants). We believe it is useful to
exclude these expenses in order to better understand the long-term performance
of our core business and to facilitate comparison of our results to those of
peer companies and over multiple periods
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Qualtrics International Inc. dated July 29, 2021,
filed herewith.
99.2 Investor Presentation dated July 29, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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QUALTRICS INTERNATIONAL INC. 
