--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-101828" form_type: "8-K" ticker: null cik: "0001337619" company_name: "ENVESTNET, INC." filed_at: "2024-11-25T23:59:59+00:00" generated_at: "2026-05-29T18:44:12.259023+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Bain Capital completes $4.5B acquisition of Envestnet at $63.15/share; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-101828 - form_type: 8-K - cik: 0001337619 - company_name: ENVESTNET, INC. - filed_at: 2024-11-25T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/ea0222178-8k_envestnet.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-101828 - JSON: https://secwatch.observer/filing/0001213900-24-101828.json - Plain text: https://secwatch.observer/filing/0001213900-24-101828.txt ## Key facts - Executive change Luis Aguilar resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Gayle Crowell resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Lauren Taylor Wolfe resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Barbara Turner resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Valerie Mosley resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Joshua Warren was appointed as Director at ENVESTNET, INC.. - Action: appointed - Role: Director source text: and Joshua Warren and Thomas Sipp have been appointed as the directors of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Thomas Sipp was appointed as Director at ENVESTNET, INC.. - Action: appointed - Role: Director source text: and Joshua Warren and Thomas Sipp have been appointed as the directors of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - Executive change Gregory Smith resigned as Director at ENVESTNET, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1337619/000121390024101828/0001213900-24-101828-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.