8-K
filed March 18, 2024, 7:59 PM ET
CIK 0001353283
M&A
confidence high
sentiment positive
materiality 1.00
SPLUNK INC: M&A transaction — Splunk completes $28B acquisition by Cisco; shares converted to $157 cash
SPLUNK INC
- Each Splunk share converted into $157.00 cash; aggregate equity value ~$28 billion.
- Splunk common stock (SPLK) delisted from Nasdaq as of March 18, 2024.
- All directors resigned except Gary Steele; Splunk became wholly owned Cisco subsidiary.
- Certificate of incorporation and bylaws amended and restated at Effective Time.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Carges resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Tunnell resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
General Dennis Via resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luis Visoso resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elisa Steele resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rick Wallace resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Hao resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yamini Rangan resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patty Morrison resigned as Director at SPLUNK INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Mark Carges, Kenneth Hao, Patty Morrison, Yamini Rangan, Elisa Steele, David Tunnell, General Dennis Via, Luis Visoso, and Rick Wallace resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPLUNK INC: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPLUNK INC: Bylaws amended and restated in their entirety effective as of the Effective Time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SPLUNK INC underwent a change of control involving Cisco Systems, Inc. for $157.00 in cash (closed 2024-03-18).
- Action
- change of control
- Counterparty
- Cisco Systems, Inc.
- Consideration
- $157.00 in cash
- Closing
- 2024-03-18
Exact text from the filing
properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) automatically converted into the right to receive $157.00 in cash, subject to applicable withholding taxes (the “ Merger Consideration ”). The aggregate equity value of the Common Stock acquired by Parent was approximately $28 billion.
View on SEC.gov
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