Observed Signal · Jan 12, 2023 · corporate_event · Source: SEC API · Impact: 4.7/5
8-K Financial Filing Analysis for UserTesting (2023-01-12)
On January 12, 2023, UserTesting, Inc. completed its take-private merger with Thunder Holdings, LLC, an affiliate of software investment firm Thoma Bravo, following shareholder approval at a special meeting on January 10, 2023. As a result of the closing, UserTesting became a wholly owned subsidiary of Thoma Bravo, and its common stock (NYSE: USER) was delisted from the New York Stock Exchange. Under the final merger terms, UserTesting stockholders are entitled to receive $7.50 in cash per share. Concurrently, the company's full board of directors stepped down, fully transitioning governance to the acquiring entity.
This filing confirms the final closing of UserTesting's take-private transaction by Thoma Bravo, completing the company's exit from public markets and restructuring its board and ownership.
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Key Takeaways & Evidence Grounding
- UserTesting completed its merger with Thoma Bravo affiliate Thunder Holdings, LLC on January 12, 2023, resulting in the delisting of its stock from the NYSE.
- Shareholders receive $7.50 in cash per share of common stock, with all outstanding options and RSUs cancelled and converted into cash payments or contingent cash rights.
- All seven members of UserTesting's board of directors, including CEO Andy MacMillan and co-founder Darrell Benatar, ceased serving as directors upon closing.
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