--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-016530" form_type: "8-K" ticker: null cik: "0001863105" company_name: "EngageSmart, Inc." filed_at: "2024-01-26T23:59:59+00:00" generated_at: "2026-06-06T16:43:00.096397+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Vista Equity Partners completes acquisition of EngageSmart for $23.00/share (~$4.0B) ## Summary - Stockholders receive $23.00 per share in cash; total equity value approximately $4.0 billion. - Company becomes privately held; common stock delisted from NYSE effective January 26, 2024. - Financing includes ~$2.0B equity from Vista affiliates and $1.05B term loan from Golub Capital. - Board of directors replaced; new directors include Michael Fosnaugh, Jeff Wilson, Jack Dillon, and others; CEO Bob Bennett remains. - Existing credit facility repaid and terminated; new $1.15B credit agreement (term loan + revolver) entered. ## SEC filing metadata - accession: 0001193125-24-016530 - form_type: 8-K - cik: 0001863105 - company_name: EngageSmart, Inc. - filed_at: 2024-01-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/d13211d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-016530 - JSON: https://secwatch.observer/filing/0001193125-24-016530.json - Plain text: https://secwatch.observer/filing/0001193125-24-016530.txt ## Key facts - Executive change Diego Rodriguez resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Michael Fosnaugh was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Deborah A. Dunnam resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Raph Osnoss resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Paul G. Stamas resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change David Mangum resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Billy Bosworth was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Jeffrey Wilson was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Jack Dillon was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Robert P. Bennett resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Matthew G. Hamilton resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Preston McKenzie resigned as Director at EngageSmart, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Brooke Nakatsukasa was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Executive change Robert P. Bennett was appointed as Director at EngageSmart, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Governance Changes EngageSmart, Inc.: Amended and restated bylaws at effective time of merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Governance Changes EngageSmart, Inc.: Amended and restated certificate of incorporation at effective time of merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1863105/000119312524016530/0001193125-24-016530-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.