--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-228644" form_type: "8-K" ticker: null cik: "0001115128" company_name: "Quotient Technology Inc." filed_at: "2023-09-05T23:59:59+00:00" generated_at: "2026-06-10T23:45:15.024964+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Quotient Technology acquired by Charlesbank-backed entity at $4.00 per share in all-cash deal valued at ~$430M ## Summary - Stockholders approved merger on Sept 1, 2023 with 62.5M for, 9.8M against, 122K abstentions. - Each share converted into $4.00 cash; total equity consideration ~$430M. - New $450M term loan and $50M revolving credit facility from Cerberus Business Finance Agency. - Common stock delisted from NYSE effective Sept 5, 2023; company intends to deregister under Exchange Act. - All pre-merger directors resigned; directors of Merger Sub became new board. ## SEC filing metadata - accession: 0001193125-23-228644 - form_type: 8-K - cik: 0001115128 - company_name: Quotient Technology Inc. - filed_at: 2023-09-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - 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/1115128/000119312523228644/0001193125-23-228644-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/d846485d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-228644 - JSON: https://secwatch.observer/filing/0001193125-23-228644.json - Plain text: https://secwatch.observer/filing/0001193125-23-228644.txt ## Key facts - Debt Financings Quotient Technology Inc. incurred credit facility of $450 million with Cerberus Business Finance Agency, LLC. - Instrument: credit facility - Principal: $450 million - Counterparty: Cerberus Business Finance Agency, LLC - Event: incurrence source text: CB Neptune Midco Holdings, LLC (“ CB Neptune Midco ”), Parent and each of Parent’s direct and indirect subsidiaries party thereto as a borrower or a guarantor entered into that certain Financing Agreement with Cerberus Business Finance Agency, LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto (the “ Credit Agreement ”), which provides for (i) term loan facilities in an aggregate principal amount equal to $450 million and (ii) a revolving loan facility in an aggregate principal amount up to $50 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Kate Vanek departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Tracey Figurelli departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Kimberly Anstett departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Robert McDonald departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Matthew Krepsik departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Michael Wargotz departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Executive change Joseph Reece departed as Director at Quotient Technology Inc.. - Role: Director source text: the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Kimberly Anstett, Matthew Krepsik, Robert McDonald, Joseph Reece, Michael Wargotz, Kate Vanek and Tracey Figurelli. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - M&A Transactions Quotient Technology Inc. completed an acquisition involving Quotient Technology Inc. for approximately $430 million (closed 2023-09-05). - Action: acquisition - Counterparty: Quotient Technology Inc. - Consideration: approximately $430 million - Closing: 2023-09-05 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 $430 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from Charlesbank Equity Fund IX, LP, the controlling evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - M&A Transactions Quotient Technology Inc. underwent a change of control involving CB Neptune Holdings, LLC for approximately $430 million (closed 2023-09-05). - Action: change of control - Counterparty: CB Neptune Holdings, LLC - Consideration: approximately $430 million - Closing: 2023-09-05 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 $430 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from Charlesbank Equity Fund IX, LP, the controlling evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Material Agreements Quotient Technology Inc. terminated Financing Agreement (Nov 30, 2022, as amended) with Blue Torch Finance LLC and certain other financial institutions valued at All outstanding obligations paid and credit commitments terminated (effective 2023-09-05). - Action: termination - Agreement: credit facility - Counterparty: Blue Torch Finance LLC and certain other financial institutions - Value: All outstanding obligations paid and credit commitments terminated - Effective: 2023-09-05 source text: Concurrently with the closing of the Merger, the Company paid all outstanding obligations and terminated all credit commitments under that certain (i) Financing Agreement, dated as of November 30, 2022, as amended from time to time, among, the Company, the other guarantors from time to time party thereto, Blue Torch Finance LLC and certain other financial institutions from time to time party thereto evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Material Agreements Quotient Technology Inc. terminated Financing Agreement (Nov 30, 2022, as amended) with PNC Bank, National Association and certain other financial institutions valued at All outstanding obligations paid and credit commitments terminated (effective 2023-09-05). - Action: termination - Agreement: credit facility - Counterparty: PNC Bank, National Association and certain other financial institutions - Value: All outstanding obligations paid and credit commitments terminated - Effective: 2023-09-05 source text: and (ii) Financing Agreement, dated as of November 30, 2022, as amended from time to time, among, the Company, the other guarantors from time to time party thereto, PNC Bank, National Association and certain other financial institutions from time to time party thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Shareholder Votes Quotient Technology Inc. shareholders approved To approve to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in good faith by the Board of Directors at the 2023-09-01 meeting. - Outcome: passed - Meeting: 2023-09-01 source text: 3. Proposal 3: To approve to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in good faith by the Board of Directors of the Company, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “ Adjournment Proposal ”). Votes For Votes Against Abstentions Broker Non-votes 59,883,677 12,395,964 144,128 0 Stockholders approved the Adjournment Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Shareholder Votes Quotient Technology Inc. shareholders approved Advisory Vote on the Compensation Proposal at the 2023-09-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-01 source text: 2. Proposal 2: To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “ Advisory Vote on the Compensation Proposal ”). Votes For Votes Against Abstentions Broker Non-votes 42,378,724 28,973,432 1,071,613 0 Stockholders approved the Compensation Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm - Shareholder Votes Quotient Technology Inc. shareholders approved To adopt the Merger Agreement at the 2023-09-01 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-01 source text: 1. Proposal 1: To adopt the Merger Agreement (the “ Merger Proposal ”). Votes For Votes Against Abstentions Broker Non-votes 62,458,298 9,843,468 122,003 0 Stockholders approved the Merger Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1115128/000119312523228644/0001193125-23-228644-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.