--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-027837" form_type: "8-K" ticker: null cik: "0001739936" company_name: "MOMENTIVE GLOBAL INC." filed_at: "2023-06-02T23:59:59+00:00" generated_at: "2026-06-14T08:24:52.657602+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Momentive acquired by STG consortium for $9.46/share in ~$1.5B going-private deal ## Summary - Merger closed May 31, 2023; stockholders approved with 121.8M votes for, 281.6K against. - Shareholders received $9.46 cash per share; total consideration approximately $1.5 billion. - Common stock delisted from Nasdaq; trading ceased prior to open on June 1, 2023. - New directors J.T. Treadwell and Joe Clancy appointed; CEO Alexander Lurie and COO Priyanka Carr step down; Eric Johnson named CEO effective June 1. - Parent entered $450M term loan and $40M revolver to fund the acquisition; prior credit agreement terminated. ## SEC filing metadata - accession: 0001140361-23-027837 - form_type: 8-K - cik: 0001739936 - company_name: MOMENTIVE GLOBAL INC. - filed_at: 2023-06-02T23:59:59+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, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/ny20009286x1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-027837 - JSON: https://secwatch.observer/filing/0001140361-23-027837.json - Plain text: https://secwatch.observer/filing/0001140361-23-027837.txt ## Key facts - Executive change Eric Johnson was appointed as Chief Executive Officer at MOMENTIVE GLOBAL INC.. - Action: appointed - Role: Chief Executive Officer source text: Eric Johnson has been appointed as CEO of the Company effective June 1, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Lauren Antonoff resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Dana L. Evan resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Sagar Gupta resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Susan L. Decker resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Alexander Lurie departed as Chief Executive Officer at MOMENTIVE GLOBAL INC.. - Action: stepped down - Role: Chief Executive Officer source text: Effective June 1, 2023, Alexander Lurie is stepping down as the Company’s Chief Executive Officer (“CEO”) and Priyanka Carr is stepping down as the Company’s Chief Operating Officer (“COO”). evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change David Ebersman resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Alexander Lurie resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Ryan Finley resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Erika H. James resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Priyanka Carr departed as Chief Operating Officer at MOMENTIVE GLOBAL INC.. - Action: stepped down - Role: Chief Operating Officer source text: Effective June 1, 2023, Alexander Lurie is stepping down as the Company’s Chief Executive Officer (“CEO”) and Priyanka Carr is stepping down as the Company’s Chief Operating Officer (“COO”). evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Joe Clancy was appointed as Director at MOMENTIVE GLOBAL INC.. - Action: became - Role: Director source text: On May 31 , 2023, and as a result of the consummation of the Merger, J.T. Treadwell and Joe Clancy became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change J.T. Treadwell was appointed as Director at MOMENTIVE GLOBAL INC.. - Action: became - Role: Director source text: On May 31 , 2023, and as a result of the consummation of the Merger, J.T. Treadwell and Joe Clancy became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Benjamin C. Spero resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Executive change Sheryl Sandberg resigned as Director at MOMENTIVE GLOBAL INC.. - Action: resigned - Role: Director source text: In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Governance Changes MOMENTIVE GLOBAL INC.: Amended and restated certificate of incorporation effective upon merger consummation. - Change: charter amendment source text: Effective as of the Effective Time and as a result of the completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Governance Changes MOMENTIVE GLOBAL INC.: Amended and restated bylaws effective upon merger consummation. - Change: bylaw amendment source text: Effective as of the Effective Time and as a result of the completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - M&A Transactions MOMENTIVE GLOBAL INC. underwent a change of control involving Mercury Bidco LLC for total consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.5 billion (closed 2023-05-31). - Action: change of control - Counterparty: Mercury Bidco LLC - Consideration: total consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.5 billion - Closing: 2023-05-31 source text: the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.5 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from an investment consortium led by STG, and the evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Material Agreements MOMENTIVE GLOBAL INC. terminated Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. - Action: termination - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto source text: Concurrently with the closing of the Merger, the Company paid all outstanding obligations and terminated all credit commitments under that certain Second Amended and Restated Credit Agreement dated as of October 10, 2018, by and among the Company, Momentive Inc. (formerly known as SurveyMonkey Inc.), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Material Agreements MOMENTIVE GLOBAL INC. entered into Credit Agreement with Acquiom Agency Services LLC, as administrative agent and collateral agent, and the lenders and guarantors from time to time party thereto valued at $450 million term loan facility and $40 million revolving loan facility. - Action: entry - Agreement: credit facility - Counterparty: Acquiom Agency Services LLC, as administrative agent and collateral agent, and the lenders and guarantors from time to time party thereto - Value: $450 million term loan facility and $40 million revolving loan facility source text: Concurrently with the closing of the Merger, Mercury Midco LLC, as holdings, Parent, as the borrower, and the Company, as a guarantor, entered into that certain Credit Agreement with Acquiom Agency Services LLC, as administrative agent and collateral agent, the lenders from time to time party thereto and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount equal to $450 million and (ii) a revolving loan facility in an aggregate principal amount up to $40 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Shareholder Votes MOMENTIVE GLOBAL INC. shareholders approved To adopt the Merger Agreement and approve the Merger. at the 2023-05-31 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 1: To adopt the Merger Agreement and approve the Merger. 121,772,461 281,596 172,499 Proposal 1 was approved for all purposes described in the Proxy Statement. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm - Shareholder Votes MOMENTIVE GLOBAL INC. shareholders approved To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Momentive to its named executive officers in connection with the Merger. at the 2023-05-31 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Momentive to its named executive officers in connection with the Merger. 114,086,867 2,897,305 5,242,384 Proposal 2 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1739936/000114036123027837/0001140361-23-027837-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.