8-K
filed October 2, 2024, 7:59 PM ET
CIK 0001085869
M&A
confidence high
sentiment neutral
materiality 1.00
PERFICIENT INC: M&A transaction — EQT Asia completes acquisition of Perficient for $76.00 per share; stock delisted
PERFICIENT INC
- Perficient shareholders received $76.00 per share in cash; total consideration ~$2.7 billion.
- Common stock ceased trading on Nasdaq on October 2, 2024; company now privately held.
- Convertible notes: $23.3M of 2025 notes and $380M of 2026 notes adjusted; holders can require repurchase.
- Board replaced: Thomas Hogan, Paul Martin, Susan Adomite appointed; prior directors resigned.
- Terminated credit agreement with Wells Fargo; convertible note hedge transactions terminated concurrently.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nancy C. Pechloff resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan L. Adomite was appointed as Director at PERFICIENT INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill A. Jones resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul E. Martin was appointed as Director at PERFICIENT INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian L. Matthews resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Hogan was appointed as Director at PERFICIENT INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Romil Bahl resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David S. Lundeen resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey S. Davis resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary M. Wimberly resigned as Director at PERFICIENT INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey S. Davis, Romil Bahl, Jill A. Jones, David S. Lundeen, Brian L. Matthews, Nancy C. Pechloff, and Gary M. Wimberly each resigned from the Board of Directors of the Company (the “ Company Board ”) and from any and all committees of the Company Board on which they served and ceased to be directors of the Company, and Thomas J. Hogan, Paul E. Martin and Susan L. Adomite were appointed as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PERFICIENT INC: Certificate of Incorporation amended and restated in connection with Merger.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PERFICIENT INC: Bylaws amended and restated in connection with Merger.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
PERFICIENT INC underwent a change of control involving Plano HoldCo, Inc. (affiliates of EQT Asia) for approximately $2.7 billion (closed 2024-10-02).
- Action
- change of control
- Counterparty
- Plano HoldCo, Inc. (affiliates of EQT Asia)
- Consideration
- approximately $2.7 billion
- Closing
- 2024-10-02
Exact text from the filing
the Company became a wholly-owned subsidiary of Parent. The aggregate cash consideration payable to the Company’s stockholders in connection with the Merger was approximately $2.7 billion. The funds used to complete the Merger and the transactions contemplated thereby were provided by equity contributions from funds managed by affiliates of EQT Asia, and EQT
View on SEC.gov
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