Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diego Rodriguez resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Fosnaugh was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah A. Dunnam resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Raph Osnoss resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul G. Stamas resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Mangum resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Billy Bosworth was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Wilson was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jack Dillon was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert P. Bennett resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew G. Hamilton resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Preston McKenzie resigned as Director at EngageSmart, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger (and not because of any disagreement with the Company), each of the directors of the Company (Paul G. Stamas, Robert P. Bennett, Deborah A. Dunnam, Matthew G. Hamilton, David Mangum, Preston McKenzie, Raph Osnoss and Diego Rodriguez) resigned as a member of the board of directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brooke Nakatsukasa was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert P. Bennett was appointed as Director at EngageSmart, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following persons were appointed as directors of the Surviving Corporation: Michael Fosnaugh, Jeffrey Wilson, Jack Dillon, Billy Bosworth, Brooke Nakatsukasa, and Robert P. Bennett.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EngageSmart, Inc.: Amended and restated bylaws at effective time of merger.
- Change
- bylaw amendment
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EngageSmart, Inc.: Amended and restated certificate of incorporation at effective time of merger.
- Change
- charter amendment
Exact text from the filing
the Amended and Restated 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
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
EngageSmart, Inc. underwent a change of control involving Icefall Parent, Inc. (affiliates of Vista Equity Partners) for approximately $3.0 billion (closed 2024-01-26).
- Action
- change of control
- Counterparty
- Icefall Parent, Inc. (affiliates of Vista Equity Partners)
- Consideration
- approximately $3.0 billion
- Closing
- 2024-01-26
Exact text from the filing
of Parent. In connection with the Merger, the aggregate purchase price paid for all equity securities of the Company (excluding Owned Company Shares) was approximately $3.0 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from approximately $2.0 billion of equity contributions from the Vista Funds or
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 1.0
EngageSmart, Inc. terminated Company Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders and issuing banks party thereto (effective 2024-01-26).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders and issuing banks party thereto
- Effective
- 2024-01-26
Exact text from the filing
On January 26, 2024, in connection with the Merger, all outstanding indebtedness under the Revolving Credit Agreement, dated September 27, 2021 (the “ Company Credit Agreement ”), by and among the Company, as borrower, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, was repaid in full and all commitments thereunder were terminated.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 1.0
EngageSmart, Inc. entered into Credit Agreement with Golub Capital Markets LLC, as administrative agent and collateral agent, and the lenders party thereto valued at $1,050,000,000 term loan facility and $100,000,000 revolving loan facility.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Golub Capital Markets LLC, as administrative agent and collateral agent, and the lenders party thereto
- Value
- $1,050,000,000 term loan facility and $100,000,000 revolving loan facility
Exact text from the filing
Parent, as the borrower, and the Company, as a guarantor, entered into that certain Credit Agreement with Golub Capital Markets 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 $1,050,000,000 (the “ Term Loan ”) and (ii) a revolving loan facility in an aggregate principal amount equal to $100,000,000.
View on SEC.gov
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