BERWYN, Pa., Nov. 26, 2024 /PRNewswire/ — Envestnet, Inc. (the “Company“), yesterday announced that, pursuant to that certain Agreement and Plan of Merger, dated as of July 11, 2024, by and among the Company, BCPE Pequod Buyer, Inc. (“Parent“), a Delaware corporation, and BCPE Pequod Merger Sub, Inc. (“Merger Sub“), a Delaware corporation and a wholly owned subsidiary of Parent (the “Merger Agreement”), Merger Sub merged with and into the Company (the “Merger“), with the Company continuing as the surviving corporation. At the effective time of the Merger, each share of common stock, par value $0.005 per share, of the Company (the “Common Shares“) (other than any Common Shares (i) owned by Parent (or any of its affiliates), Merger Sub or the Company or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates), Merger Sub or the Company, (ii) that are Rollover Shares (as defined in the Merger Agreement), (iii) held in treasury of the Company, and (iv) as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled, extinguished and converted into the right to receive $63.15 in cash per one Common Share. As a result, a Share Exchange Event and a Make-Whole Fundamental Change occurred under each of the Indenture, dated as of August 20, 2020, among the Company, the guarantor party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee“), which governs the Company’s 0.75% Convertible Notes due 2025 (the “2025 Notes“) (such indenture, the “2025 Indenture“) and the Indenture, dated of November 17, 2022, among the Company, the guarantor party thereto and the Trustee, which governs the Company’s 2.625% Convertible Notes due 2027 (the “2027 Notes“, and together with the 2025 Notes, collectively and individually, the “Notes“) (such indenture, the “2027 Indenture“, and together with the 2025 Indenture, collectively, the “Indentures“, and each, an “Indenture“, as applicable), triggering the adjustments to the conversion rights as described below. The effective date of the Share Exchange Event and Make-Whole Fundamental Change was November 25, 2024 (the “Effective Date“). Capitalized terms used and not defined herein have the meanings ascribed to them in the applicable Indenture.
The Company announced that, pursuant to the terms of the respective Indenture, in connection with the consummation of the Merger which constitutes a Share Exchange Event under each Indenture, the Company and the Trustee entered into supplemental indentures to each Indenture providing that, following the effective date of the Merger, the right to convert each $1,000 principal amount of Notes into shares of common stock of the Company at the then applicable conversion rate shall be changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property in an aggregate amount equal to the applicable conversion rate in effect on the conversion date (as may be increased by any Additional Shares), multiplied by $63.15, the price paid per share of Common Stock in the Merger. Because the Merger constituted a Make-Whole Fundamental Change, the Notes are convertible, at the option of the Holder, at any time from the Effective Date until 5:00 p.m., New York City time, on the business day immediately preceding the Fundamental Change Purchase Date to be determined by the Company and separately announced to the Holders in accordance with the terms of the Indentures as a result of the Merger (the “Conversion Period“). Also because the Merger constituted a Make-Whole Fundamental Change, the conversion rate for the 2027 Notes will be temporarily increased during the Conversion Period. Such conversion rate per $1,000 principal amount of the 2027 Notes increased by 3.2973 units of Reference Property from 13.6304 units of Reference Property to 16.9277 units of Reference Property. The Company’s conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to $591.602 per $1,000 principal amount of the 2025 Notes validly surrendered for conversion, and $1,068.984 per $1,000 principal amount of the 2027 Notes validly surrendered for conversion. The right of the Holders to convert their Notes is separate from the right, at the Holder’s option, to submit their Notes for purchase upon a Fundamental Change. If a Holder submits a Fundamental Change Purchase Notice, such Holder may not surrender such Notes for conversion unless the Holder validly withdraws such Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time.
Holders should review the applicable Indenture carefully and should consult with their own financial and tax advisors. None of the Company, Merger Sub, Parent or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives or U.S. Bank Trust Company, National Association, in its capacity as trustee, paying agent or conversion agent with respect to the Notes, is making any representation or recommendation to any Holder as to whether or not to surrender or convert that Holder’s Notes.
The Trustee, Paying Agent and Conversion Agent is:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
Corporate Actions
111 Fillmore Avenue
St. Paul, MN 55107-1402
Telephone: (800) 934-6802
Email: [email protected]
Any questions or requests for assistance in connection with the conversion of the Notes may be directed to U.S. Bank Trust Company, National Association, in accordance with the contact information listed above, or the Company.
About Envestnet
Envestnet is helping to lead the growth of wealth managers and transforming the way financial advice is delivered through its ecosystem of connected technology, advanced insights, and comprehensive solutions – backed by industry-leading service and support. Serving the wealth management industry for 25 years with more than $6.5 trillion in platform assets—more than 111,000 advisors, 17 of the 20 largest U.S. banks, 48 of the 50 largest wealth management and brokerage firms, more than 500 of the largest RIAs — thousands of companies, depend on Envestnet technology and services to help drive business growth and productivity, and better outcomes for their clients. Data as of 9/30/24.
SOURCE Envestnet, Inc.
