--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-042681" form_type: "8-K" ticker: null cik: "0001463172" company_name: "Zendesk, Inc." filed_at: "2022-11-22T23:59:59+00:00" generated_at: "2026-06-21T14:02:49.158009+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Zendesk completes $77.50/share take-private acquisition by Hellman & Friedman and Permira ## Summary - Stockholders received $77.50 per share in cash upon merger close on November 22, 2022. - Acquisition by investor group led by Hellman & Friedman and Permira completed; ZEN becomes private. - NYSE trading suspended and stock delisted; company files to deregister with SEC. - Pre-merger board of directors (Mikkel Svane, et al.) ceased; John Geschke and Shanti Ariker appointed. - Convertible notes: repurchase rights and conversion adjustments; 2023 notes at $1,247.874 and 2025 at $712.566 per $1k principal. ## SEC filing metadata - accession: 0001140361-22-042681 - form_type: 8-K - cik: 0001463172 - company_name: Zendesk, Inc. - filed_at: 2022-11-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.04, 3.01, 3.03, 5.01, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/brhc10044488_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-042681 - JSON: https://secwatch.observer/filing/0001140361-22-042681.json - Plain text: https://secwatch.observer/filing/0001140361-22-042681.txt ## Key facts - Debt Financings Zendesk, Inc. faced acceleration on convertible notes maturing due 2025. - Instrument: convertible notes - Maturity: due 2025 - Event: acceleration source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Debt Financings Zendesk, Inc. faced acceleration on convertible notes maturing due 2023. - Instrument: convertible notes - Maturity: due 2023 - Event: acceleration source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Michael Curtis departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Ronald Pasek departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Hilarie Koplow-McAdams departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Michael Frandsen departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change John Geschke was appointed as Director at Zendesk, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Mikkel Svane departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Shanti Ariker was appointed as Director at Zendesk, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Brandon Gayle departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Archana Agrawal departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Executive change Steve Johnson departed as Director at Zendesk, Inc.. - Action: ceased - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Governance Changes Zendesk, Inc.: Amended and restated bylaws in their entirety. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Governance Changes Zendesk, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - M&A Transactions Zendesk, Inc. underwent a change of control involving Hellman & Friedman LLC and Permira Advisers LLC for $77.50 per share in cash (closed 2022-11-22). - Action: change of control - Counterparty: Hellman & Friedman LLC and Permira Advisers LLC - Consideration: $77.50 per share in cash - Closing: 2022-11-22 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Material Agreements Zendesk, Inc. entered into First Supplemental Indenture (2025 Notes First Supplemental Indenture) with Wilmington Trust, National Association valued at From and after the Effective Time, the right to convert each $1,000 principal amount of the 2025 Con (effective 2022-11-22). - Action: entry - Agreement: notes offering - Counterparty: Wilmington Trust, National Association - Value: From and after the Effective Time, the right to convert each $1,000 principal amount of the 2025 Con - Effective: 2022-11-22 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Material Agreements Zendesk, Inc. entered into First Supplemental Indenture (2023 Notes First Supplemental Indenture) with Wilmington Trust, National Association valued at From and after the Effective Time, the right to convert each $1,000 principal amount of the 2023 Con (effective 2022-11-22). - Action: entry - Agreement: notes offering - Counterparty: Wilmington Trust, National Association - Value: From and after the Effective Time, the right to convert each $1,000 principal amount of the 2023 Con - Effective: 2022-11-22 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm - Material Agreements Zendesk, Inc. terminated Capped Call Transactions Termination Agreements with certain financial institutions (each a Capped Call Counterparty) valued at Termination of the Capped Call Transactions in exchange for a cash payment from each Capped Call Cou (effective 2022-11-22). - Action: termination - Counterparty: certain financial institutions (each a Capped Call Counterparty) - Value: Termination of the Capped Call Transactions in exchange for a cash payment from each Capped Call Cou - Effective: 2022-11-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1463172/000114036122042681/0001140361-22-042681-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.