Zendesk, Inc.: M&A transaction — Zendesk completes $77.50/share take-private acquisition by Hellman & Friedman and Permira

In addition, as a result of the Make-Whole Fundamental Change, holders of the Convertible Notes who convert their Convertible Notes at any time on or after the effective date of the Merger, and on or prior to the close of business on the business day immediately prior to the Fundamental Change Repurchase Date, shall be entitled to convert their Convertible Notes at a conversion rate entitling such holders to receive, upon conversion, $1,247.874 per $1,000 principal amount of 2023 Convertible Notes and $712.566 per $1,000 principal amount of 2025 Convertible Notes.

In addition, as a result of the Make-Whole Fundamental Change, holders of the Convertible Notes who convert their Convertible Notes at any time on or after the effective date of the Merger, and on or prior to the close of business on the business day immediately prior to the Fundamental Change Repurchase Date, shall be entitled to convert their Convertible Notes at a conversion rate entitling such holders to receive, upon conversion, $1,247.874 per $1,000 principal amount of 2023 Convertible Notes and $712.566 per $1,000 principal amount of 2025 Convertible Notes.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

Concurrently with the Effective Time and in accordance with the Merger Agreement and Zendesk’s certificate of incorporation and bylaws, the following directors were appointed to the Board: John Geschke and Shanti Ariker.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

Concurrently with the Effective Time and in accordance with the Merger Agreement and Zendesk’s certificate of incorporation and bylaws, the following directors were appointed to the Board: John Geschke and Shanti Ariker.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

In connection with the Merger, each of Mikkel Svane, Archana Agrawal, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams and Ronald Pasek ceased to be members of the board of directors of Zendesk (the “Board”), and any committee thereof, effective as of the Effective Time.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Zendesk’s certificate of incorporation and bylaws were amended and restated in their entirety.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Zendesk’s certificate of incorporation and bylaws were amended and restated in their entirety.

or comprising unexercised, unvested or unsettled Zendesk Stock Options and Zendesk RSU Awards (in each case, as defined below)) was converted into the right to receive $77.50 in cash, without interest (the “Merger Consideration”), subject to any required tax withholding as provided in the Merger Agreement. Pursuant to the Merger Agreement, as of the

On the Closing Date, the Zendesk and Wilmington Trust, National Association, as trustee (the “2025 Notes Trustee”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “2025 Notes First Supplemental Indenture”), to the indenture, dated as of June 16, 2020 (the “2025 Notes Base Indenture” and, together with the 2025 Notes First Supplemental Indenture, the “2025 Notes Indenture”), by and between Zendesk and the 2025 Notes Trustee, relating to Zendesk’s 0.625% Convertible Senior Notes due 2025 (the “2025 Convertible Notes” and, together with the 2023 Convertible Notes, the “Convertible Notes”).

On the Closing Date, Zendesk and Wilmington Trust, National Association, as trustee (the “2023 Notes Trustee”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “2023 Notes First Supplemental Indenture”), to the indenture, dated as of March 28, 2018 (the “2023 Notes Base Indenture” and, together with the 2023 Notes First Supplemental Indenture, the “2023 Notes Indenture”), by and between Zendesk and the 2023 Notes Trustee, relating to Zendesk’s 0.25% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”).

In connection with the Merger, Zendesk entered into a termination agreement with each Capped Call Counterparty pursuant to which the Capped Call Transactions with such Capped Call Counterparty will terminate in exchange for a cash payment from such Capped Call Counterparty.