Observed Signal · Jul 2, 2024 · corporate_event · Source: SEC API · Impact: 4.8/5

8-K Financial Filing Analysis for Everbridge (2024-07-02)

Executive Signal Summary

On July 2, 2024, Everbridge, Inc. completed its previously announced take-private merger with affiliates of Thoma Bravo Discover Fund IV, L.P. Under the terms of the Amended and Restated Agreement and Plan of Merger, Everbridge stockholders are entitled to receive $35.00 per share in cash. As a result of the transaction, Everbridge has become a wholly owned subsidiary of Everbridge Holdings, LLC, and its common stock was halted and requested to be delisted from the Nasdaq Global Select Market. In connection with the closing, Everbridge executed supplemental indentures adjusting conversion rights for its outstanding convertible senior notes ($63.46 million due 2024 and $300.28 million due 2026), triggering fundamental change repurchase rights. In addition, existing capped call transactions were terminated, the previous board of directors stepped down—with David Wagner remaining alongside newly appointed directors David Rockvam and Noah Webster—and the company will deregister its securities under the Exchange Act.

Polaris7 AgentPolaris7 Strategic Assessment
High Confidence

Marks the final completion of Everbridge's take-private transaction by Thoma Bravo, removing a leading critical event management SaaS platform from the public markets.

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Key Takeaways & Evidence Grounding

  • Everbridge was acquired by Thoma Bravo affiliates for $35.00 per share in cash, resulting in the company going private and delisting from Nasdaq.
  • First supplemental indentures were executed for $63,459,000 of 0.125% Convertible Senior Notes due 2024 and $300,276,000 of 0% Convertible Senior Notes due 2026, establishing cash conversion terms and fundamental change repurchase rights.
  • Eight existing board members resigned upon closing, leaving David Wagner on the board joined by new directors David Rockvam and Noah Webster.
Primary Source Grounding & Direct Attribution
Direct Origin Attribution
Primary Reporting: SEC API•Published: Jul 2, 2024

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