8-K
filed November 25, 2024, 6:59 PM ET
CIK 0001337619
M&A
confidence high
sentiment neutral
materiality 1.00
ENVESTNET, INC.: M&A transaction — Bain Capital completes $4.5B acquisition of Envestnet at $63.15/share; stock delisted
ENVESTNET, INC.
- All outstanding shares converted to $63.15 cash per share; aggregate purchase price ~$4.5B.
- Envestnet common stock suspended from NYSE effective Nov 25, 2024; deregistration to follow.
- New $1.985B term loan and $375M revolver with RBC; existing credit agreement terminated.
- Board resigned: Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Wolfe, Barbara Turner; Joshua Warren and Thomas Sipp appointed.
- Convertible notes (0.75% 2025, 2.625% 2027) conversion rights changed to reference property of $63.15 cash per unit.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luis Aguilar resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gayle Crowell resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lauren Taylor Wolfe resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Turner resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Valerie Mosley resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua Warren was appointed as Director at ENVESTNET, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
and Joshua Warren and Thomas Sipp have been appointed as the directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Sipp was appointed as Director at ENVESTNET, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
and Joshua Warren and Thomas Sipp have been appointed as the directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Smith resigned as Director at ENVESTNET, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
as a result of the Merger, at the Effective Time, each of Luis Aguilar, Gayle Crowell, Valerie Mosley, Gregory Smith, Lauren Taylor Wolfe and Barbara Turner resigned from the Board and any committees of the Board on which they served and ceased to be directors of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ENVESTNET, INC. underwent a change of control involving BCPE Pequod Merger Sub, Inc. and BCPE Pequod Buyer, Inc. (affiliates of Bain Capital Private Equity, LP) for approximately $4.5 billion (closed 2024-11-25).
- Action
- change of control
- Counterparty
- BCPE Pequod Merger Sub, Inc. and BCPE Pequod Buyer, Inc. (affiliates of Bain Capital Private Equity, LP)
- Consideration
- approximately $4.5 billion
- Closing
- 2024-11-25
Exact text from the filing
became a wholly owned subsidiary of Parent. The aggregate purchase price paid for all outstanding shares of the Company (excluding the Owned Company Shares) was approximately $4.5 billion. The funds used by Parent to complete the Merger and the related transactions were provided by equity contributions from certain investment vehicles managed or advised by Bain
View on SEC.gov
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