8-K
filed June 28, 2023, 7:59 PM ET
CIK 0001747748
M&A
confidence high
sentiment positive
materiality 1.00
Silver Lake completes $18.15/share acquisition of Qualtrics; stock delisted from Nasdaq
Qualtrics International Inc.
- Shareholders receive $18.15 cash per share; NASDAQ trading halted and stock delisted as of June 28.
- Qualtrics becomes wholly owned by Silver Lake and CPP Investments; all prior directors replaced by new board.
- Accel invests $500M; BDT & MSD Partners and DFO Management each invest $250M alongside Silver Lake.
- CEO Zig Serafin and founder Ryan Smith express optimism; Qualtrics to operate as an independent private company.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kelly Steckelberg departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vincent Yu was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ritu Bhargava departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Omar Johnson departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Christian Klein departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Luka Mucic departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Scott Russell departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Karen King was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Lubek was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mark Gillett was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Gregg Lemkau was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sindhu Gangadharan departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kyle Paster was appointed as Director at Qualtrics International Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robin Manherz departed as Director at Qualtrics International Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Qualtrics International Inc.: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Qualtrics International Inc.: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Qualtrics International Inc. terminated Stockholders' Agreement with SAP America, Inc., SLP Quartz Aggregator, L.P., Q II, LLC valued at Terminated concurrently with closing of Merger (effective 2023-06-28).
- Action
- termination
- Counterparty
- SAP America, Inc., SLP Quartz Aggregator, L.P., Q II, LLC
- Value
- Terminated concurrently with closing of Merger
- Effective
- 2023-06-28
Exact text from the filing
Concurrently with the closing of the Merger, the Stockholders’ Agreement, dated as of February 1, 2021, by and among the Company, SAP America, Inc., a Delaware corporation, SLP Quartz Aggregator, L.P., a Delaware limited partnership and Q II, LLC, a Utah limited liability company, as amended or supplemented from time to time (the “Stockholders’ Agreement”), was terminated, and all rights and obligations of the parties under the Stockholders’ Agreement were terminated.
View on SEC.gov
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