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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EngageSmart Inc | NYSE:ESMT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.05 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES ACT OF 1934
Amendment No. 1
ENGAGESMART, INC.
(Name of the Issuer)
EngageSmart, Inc.
Icefall Merger Sub, Inc.
Icefall Parent, LLC
Vista Equity Partners Fund VIII, L.P.
Vista Equity Partners Fund VIII-A, L.P.
Vista Equity Partners Fund VIII-B, SCSp
Vista Equity Partners Fund VIII GP, L.P.
VEPF VIII GP, LLC
Robert F. Smith
General Atlantic, L.P.
General Atlantic Partners 100, L.P.
General Atlantic Partners (Bermuda) EU, L.P.
GAP Coinvestments III, LLC
GAP Coinvestments IV, LLC
GAP Coinvestments V, LLC
GAP Coinvestments CDA, L.P.
General Atlantic (SPV) GP, LLC
General Atlantic GenPar (Bermuda), L.P.
General Atlantic GenPar, L.P.
GAP (Bermuda) L.P.
General Atlantic (IC), L.P.
General Atlantic (IC) SPV, L.P.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29283F103
(CUSIP Number of Class of Securities)
EngageSmart, Inc. 30 Braintree Hill Office Park Suite 101 Braintree, MA 02184 Tel: (781) 848-3733 |
Icefall Merger Sub, Inc. Icefall Parent, LLC Vista Equity Partners Fund VIII, L.P. Vista Equity Partners Fund VIII-A, L.P. Vista Equity Partners Fund VIII-B, SCSp Vista Equity Partners Fund VIII GP, L.P. VEPF VIII GP, LLC Robert F. Smith c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 Tel: (415) 765-6500 |
General Atlantic. L.P. General Atlantic Partners 100, L.P. GAP Coinvestments III, LLC GAP Coinvestments IV, LLC GAP Coinvestments V, LLC GAP Coinvestments CDA, L.P. General Atlantic (SPV) GP, LLC General Atlantic GenPar, L.P. General Atlantic (IC), L.P. General Atlantic (IC) SPV, L.P. c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055 Tel: (212) 715-4000 |
GAP (Bermuda) L.P. General Atlantic GenPar (Bermuda), L.P. General Atlantic Partners (Bermuda) EU, L.P. Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11 Tel: (441) 295-1422 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Graham Robinson Laura Knoll Chadé Severin Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, MA 02116 Tel: (617) 573-4800 |
Daniel Wolf David Klein Lee Blum Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 |
Matthew W. Abbott Christopher J. Cummings Cullen L. Sinclair Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 |
This statement is filed in connection with (check the appropriate box):
a. ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. ☐ | The filing of a registration statement under the Securities Act of 1933. |
c. ☐ | A tender offer. |
d. ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements |
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Item 14. Persons/assets Retained, Employed, Compensated or Used |
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INTRODUCTION
This Amendment No. 1 to Transaction Statement on Schedule 13E-3 (as amended, this Transaction Statement) is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): (1) EngageSmart, Inc., a Delaware corporation (EngageSmart or the Company) and the issuer of the common stock, par value $0.001 per share (the Company common stock) that is the subject of the Rule 13e-3 transaction; (2) Icefall Parent, LLC, a Delaware limited liability company (Parent); (3) Icefall Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub, and together with Parent, the Buyer Parties); (4) Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership; (5) Vista Equity Partners Fund VIII-A, L.P. a Delaware limited partnership; (6) Vista Equity Partners Fund VIII-B, SCSp, a Luxembourg special limited partnership; (7) Vista Equity Partners Fund VIII GP, L.P., a Delaware limited partnership; (8) VEPF VIII GP, LLC, a Delaware limited liability company; (9) Robert F. Smith; (10) General Atlantic, L.P., a Delaware limited partnership (GA LP); (11) General Atlantic (IC), L.P., a Delaware limited partnership (GA IC); (12) General Atlantic (IC) SPV, L.P., a Delaware limited partnership (GA IC SPV, and together with GA IC, the GA IC Funds); (13) General Atlantic Partners 100, L.P., a Delaware limited partnership (GAP 100); (14) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (GAP Bermuda EU); (15) GAP Coinvestments III, LLC, a Delaware limited liability company (GAPCO III); (16) GAP Coinvestments IV, LLC, a Delaware limited liability company (GAPCO IV); (17) GAP Coinvestments V, LLC, a Delaware limited liability company (GAPCO V); (18) GAP Coinvestments CDA, L.P., a Delaware limited partnership (GAPCO CDA); (19) General Atlantic (SPV) GP, LLC, a Delaware limited liability company (GA SPV); (20) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (GenPar Bermuda); (21) General Atlantic GenPar, L.P., a Delaware limited partnership (GA GenPar) and (22) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (GAP Bermuda LP, and together with GA LP, GA IC, GA IC SPV, GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GenPar Bermuda and GA GenPar, General Atlantic).
This Transaction Statement relates to the Agreement and Plan of Merger, dated October 23, 2023 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the Merger Agreement), by and among EngageSmart, Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into EngageSmart (the Merger), with EngageSmart surviving the Merger and becoming a wholly owned subsidiary of Parent.
At the effective time of the Merger (the Effective Time), (1) each share of Company common stock issued and outstanding at the Effective Time (other than shares held by (a) the Company, the Buyer Parties and any of their respective subsidiaries (including the shares of Company common stock rolled over by General Atlantic pursuant to its Support Agreement (as defined below)) (the Owned Company Shares) and (b) stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly demanded appraisal of such shares of Company common stock pursuant to, and in accordance with, Section 262 of the General Corporation Law of the State of Delaware (the DGCL)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $23.00, without interest thereon and subject to any applicable withholding taxes and (2) each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Upon completion of the Merger, Company common stock will no longer be publicly traded, and the Companys stockholders (other than General Atlantic indirectly) will cease to have any ownership interest in the Company.
In connection with entering into the Merger Agreement, on October 23, 2023, (1) Parent and EngageSmart entered into support agreements with (a) the GA IC Funds and (b) Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (the Summit Funds) (together, the Support Agreements). Pursuant to the Support Agreements, the GA IC Funds and the Summit Funds, among other things, agreed to vote all of their shares of Company common stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contained in the Support Agreements. In addition, the GA IC
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Funds agreed to contribute to a direct or indirect parent company of Parent a portion of their holdings of Company common stock in exchange for equity interests in such a direct or indirect parent company of Parent. As a result of the Merger, the shares of Company common stock contributed to such direct or indirect parent company of Parent by the GA IC Funds will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.
The board of directors of the Company (the Board) formed a special committee of the Board comprised solely of independent and disinterested directors (the Special Committee) to evaluate and negotiate a possible sale transaction involving the Company and other strategic alternatives and provide a recommendation to the Board as to whether or not to approve any such transaction. The Special Committee, as more fully described in the preliminary Proxy Statement, evaluated the Merger, with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on October 23, 2023, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of EngageSmart and the Unaffiliated Stockholders (as defined below), (2) recommended that the Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Unaffiliated Stockholders adopt the Merger Agreement. Unaffiliated Stockholders means the holders of Company common stock, excluding those shares of Company common stock held, directly or indirectly, by or on behalf of (1) Vista Equity Partners Management, LLC, a Delaware limited liability company, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) GA LP, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates and those members of the Board who are employees of GA LP or one of its investment fund affiliates, and (3) any person that EngageSmart has determined to be an officer of EngageSmart within the meaning of Rule 16a-1(f) of the Exchange Act.
The Board, acting upon the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of EngageSmart and its stockholders, (2) approved the execution and delivery of the Merger Agreement by EngageSmart, the performance by EngageSmart of its covenants and other obligations in the Merger, and the consummation of the Merger Agreement upon the terms and conditions set forth therein, and (3) resolved to recommend that EngageSmarts stockholders adopt the Merger Agreement.
The Merger cannot be completed without the affirmative vote of (1) the holders of a majority of the outstanding shares of Company common stock; and (2) the holders of a majority of the outstanding shares of Company common stock held by the Unaffiliated Stockholders, in each case, to adopt the Merger Agreement.
Concurrently with the filing of this Transaction Statement, the Company is filing an Amendment No. 1 to its proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act with the SEC, pursuant to which the Company is soliciting proxies from the Companys stockholders in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is controlled by any of the Filing Persons and/or their respective affiliates.
The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
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SCHEDULE 13E-3 ITEMS
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Item 2. Subject Company Information
(a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Parties to the Merger
The Parties to the MergerEngageSmart
Important Information Regarding EngageSmart
Questions and Answers
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Special MeetingRecord Date; Shares Entitled to Vote; Quorum
The Special MeetingRecord Date; Shares Entitled to Vote; Quorum
Questions and Answers
Important Information Regarding EngageSmartSecurity Ownership of Certain Beneficial Owners and Management
(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding EngageSmartMarket Price of the EngageSmart Common Stock
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding EngageSmartDividends
(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding EngageSmartPrior Public Offerings
(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Important Information Regarding EngageSmartPrior Public Offerings
Important Information Regarding EngageSmartTransactions in EngageSmart Common Stock
Item 3. Identity and Background of Filing Person
(a) (c) Name and address; Business and background of entities; Business and background of natural persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Parties to the Merger
The Parties to the Merger
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Important Information Regarding EngageSmart
Important Information Regarding the Purchaser Filing Parties
Item 4. Terms of the Transaction
(a)-(1) Material terms. Tender offers. Not applicable
(a)-(2) Material terms. Mergers or similar transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsCertain U.S. Federal Income Tax Consequences of the Merger
Special FactorsAccounting Treatment
The Special MeetingVotes Required
The Merger AgreementExchange and Payment Procedures
The Merger AgreementMerger Consideration
The Merger AgreementConditions to the Closing of the Merger
Annex AAgreement and Plan of Merger
(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsCertain Effects of the Merger
Special FactorsLimited Guarantee
Special FactorsFinancing of the MergerRollover Equity
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
The Merger AgreementMerger Consideration
The Merger AgreementExchange and Payment Procedures
The Merger AgreementEmployee Benefits
The Merger AgreementIndemnification and Insurance
The Support Agreements
Proposal 2: The Compensation Proposal
Annex AAgreement and Plan of Merger
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
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(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetAppraisal Rights
Questions and Answers
The Special MeetingAppraisal Rights
Special FactorsCertain Effects of the Merger
Appraisal Rights
(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Provisions for Unaffiliated Stockholders
(f) Eligibility for listing or trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)(1) (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsFinancing of the Merger
Special FactorsLimited Guarantee
The Merger Agreement
The Support Agreements
Important Information Regarding EngageSmartPrior Public Offerings
Important Information Regarding EngageSmartTransactions in EngageSmart Common Stock
Important Information Regarding EngageSmartPast Contracts, Transactions, Negotiations and Agreements
Important Information Regarding the Purchaser Filing Parties
Proposal 2: The Compensation Proposal
Annex AAgreement and Plan of Merger
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
(b) (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
The Merger Agreement
The Support Agreements
Annex AAgreement and Plan of Merger
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
(e) Agreements involving the subject companys securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsIntent of EngageSmarts Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsIntent of Certain Stockholders to Vote in Favor of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsLimited Guarantee
Special FactorsFinancing of the Merger
The Merger Agreement
The Special MeetingVotes Required
The Support Agreements
Important Information Regarding EngageSmartThe Stockholders Agreement
Proposal 2: The Compensation Proposal
Annex AAgreement and Plan of Merger
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsDelisting and Deregistration of EngageSmart Common Stock
Special FactorsFinancing of the Merger
The Merger AgreementEffect of the Merger
6
The Merger AgreementDirectors and Officers; Certificate of Incorporation; Bylaws
The Merger AgreementMerger Consideration
The Merger AgreementExchange and Payment Procedures
Annex AAgreement and Plan of Merger
(c)(1) (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects on EngageSmart if the Merger Is Not Completed
Special FactorsIntent of EngageSmarts Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsIntent of Certain Stockholders to Vote in Favor of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsFinancing of the Merger
Special FactorsLimited Guarantee
The Merger AgreementEffect of the Merger
The Merger Agreement Directors and Officers; Certificate of Incorporation; Bylaws
The Merger AgreementMerger Consideration
The Support Agreements
Important Information Regarding EngageSmart
Annex AAgreement and Plan of Merger
Annex BOpinion of Evercore Group L.L.C.
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
7
Special FactorsCertain Effects of the Merger
Annex BOpinion of Evercore Group L.L.C.
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
Special FactorsUnaudited Prospective Financial Information
Annex BOpinion of Evercore Group L.L.C.
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsPlans for EngageSmart After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsCertain U.S. Federal Income Tax Consequences of the Merger
Special FactorsFinancing of the Merger
8
Special FactorsFees and Expenses
Special FactorsDelisting and Deregistration of EngageSmart Common Stock
The Merger AgreementEffect of the Merger
The Merger Agreement Directors and Officers; Certificate of Incorporation; Bylaws
The Merger AgreementMerger Consideration
The Merger AgreementIndemnification and Insurance
The Merger AgreementEmployee Benefits
Appraisal Rights
Proposal 2: The Compensation Proposal
Annex AAgreement and Plan of Merger
Annex BOpinion of Evercore Group L.L.C.
Item 8. Fairness of the Transaction
(a) (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Annex BOpinion of Evercore Group L.L.C.
(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsReasons for the Merger; Recommendations of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
The Special MeetingRecord Date; Shares Entitled to Vote; Quorum
The Special MeetingVotes Required
The Special MeetingVoting of Proxies
The Special MeetingRevocability of Proxies
The Merger AgreementConditions to the Closing of the Merger
Proposal 1: The Merger Proposal
Annex AAgreement and Plan of Merger
9
(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsOpinion of the Financial Advisor to the Special Committee
Annex BOpinion of Evercore Group L.L.C.
(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsIntent of EngageSmarts Directors and Executive Officers in the Merger
(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsOpinion of the Financial Advisor to the Special Committee
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Where You Can Find Additional Information
Annex BOpinion of Evercore Group L.L.C.
(c) Availability of documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Where You Can Find Additional Information
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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company common stock or by a representative who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration
(a) (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsFinancing of the Merger
Special FactorsLimited Guarantee
The Merger AgreementOther Covenants
The Merger AgreementConditions to the Closing of the Merger
The Merger AgreementConduct of Business Pending the Merger
Annex AAgreement and Plan of Merger
(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsCertain Effects on EngageSmart if the Merger is Not Completed
Special FactorsFees and Expenses
The Special MeetingSolicitation of Proxies
The Merger AgreementFees and Expenses
The Merger AgreementCompany Termination Fee
Annex AAgreement and Plan of Merger
Item 11. Interest in Securities of the Subject Company
(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Important Information Regarding EngageSmartSecurity Ownership of Certain Beneficial Owners and Management
Important Information Regarding the Purchaser Filing Parties
The Support Agreements
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Important Information Regarding EngageSmartTransactions in EngageSmart Common Stock
Important Information Regarding EngageSmartPrior Public Offerings
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The Merger Agreement
The Support Agreements
Annex AAgreement and Plan of Merger
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
Item 12. The Solicitation or Recommendation
(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsIntent of EngageSmarts Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsIntent of Certain Stockholders to Vote in Favor of the Merger
The Special MeetingVotes Required
The Support Agreements
Annex CSupport Agreement (General Atlantic)
Annex DSupport Agreement (Summit)
(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Proposal 1: The Merger Proposal
Item 13. Financial Information
(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the financial statements set forth in Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, the financial statements set forth in Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 and the financial statements set forth in Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 are incorporated herein by reference.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsCertain Effects of the Merger
Special FactorsUnaudited Prospective Financial Information
Important Information Regarding EngageSmartSelected Historical Consolidated Financial Data
12
Important Information Regarding EngageSmartBook Value Per Share
Where You Can Find Additional Information
(b) Pro forma information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Special Committee and the EngageSmart Board
Special FactorsPosition of the Purchaser Filing Parties as to the Fairness of the Merger
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
Special FactorsFees and Expenses
The Special MeetingSolicitation of Proxies
Item 15. Additional Information
(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsInterests of EngageSmarts Directors and Executive Officers in the Merger
The Merger AgreementMerger Consideration
Proposal 2: The Compensation Proposal
Annex AAgreement and Plan of Merger
(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
The following exhibits are filed herewith:
(a)(2)(ii) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iii) Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
13
(c)(ii)+ Discussion Materials of Evercore Group L.L.C. to the Special Committee, dated October 23, 2023.*
(c)(iii)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated August 29, 2023.*
(c)(iv)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated August 31, 2023.*
(c)(v)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated September 5, 2023.
(c)(vi)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated September 26, 2023.*
(c)(vii)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October 4, 2023.
(c)(viii)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October 20, 2023.*
(c)(ix)+ Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October 22, 2023.
(f)+ Section 262 of the Delaware General Corporation Law.
107+ Filing Fee Table.
+ | Previously filed with the Transaction Statement on the Schedule 13E-3 filed with the SEC on November 20, 2023. |
* | Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment. |
14
SIGNATURES
After due inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
ENGAGESMART, INC. | ||
By: | /s/ Cassandra Hudson | |
Name: Cassandra Hudson | ||
Title: Chief Financial Officer |
[Signature Page to SC 13e-3]
After due inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
ICEFALL PARENT, LLC | ||
By: | /s/ Jeffrey Wilson | |
Name: Jeffrey Wilson | ||
Title: Vice President | ||
ICEFALL MERGER SUB, INC. | ||
By: | /s/ Jeffrey Wilson | |
Name: Jeffrey Wilson | ||
Title: Vice President |
[Signature Page to SC 13e-3]
After due inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
VISTA EQUITY PARTNERS FUND VIII, L.P. | ||
By: |
Vista Equity Partners Fund VIII GP, L.P. | |
Its: |
General Partner | |
By: |
VEPF VIII GP, LLC | |
Its: |
General Partner | |
By: | /s/ Robert F. Smith | |
Name: Robert F. Smith | ||
Title: Managing Member |
VISTA EQUITY PARTNERS FUND VIII-A, L.P. | ||
By: |
Vista Equity Partners Fund VIII GP, L.P. | |
Its: |
General Partner | |
By: |
VEPF VIII GP, LLC | |
Its: |
General Partner | |
By: | /s/ Robert F. Smith | |
Name: Robert F. Smith | ||
Title: Managing Member |
VISTA EQUITY PARTNERS FUND VIII-B, SCSp | ||
By: Its: |
Vista Equity Partners Fund VIII GP, L.P. General Partner | |
By: |
VEPF VIII GP, LLC | |
Its: |
General Partner | |
By: | /s/ Robert F. Smith | |
Name: Robert F. Smith Title: Managing Member |
[Signature Page to SC 13e-3]
VISTA EQUITY PARTNERS FUND VIII GP, | ||
L.P. |
||
By: |
VEPF VIII GP, LLC | |
Its: |
General Partner | |
By: | /s/ Robert F. Smith | |
Name: Robert F. Smith | ||
Title: Managing Member |
VEPF VII GP, LLC | ||
By: | /s/ Robert F. Smith | |
Name: Robert F. Smith | ||
Title: Managing Member | ||
/s/ Robert F. Smith | ||
Robert F. Smith |
[Signature Page to SC 13e-3]
After due inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
GENERAL ATLANTIC, L.P. | ||
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director |
GENERAL ATLANTIC PARTNERS 100, L.P. | ||
By: |
GENERAL ATLANTIC GENPAR, L.P., its general partner | |
By: |
GENERAL ATLANTIC, L.P., its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||
By: |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |
By: |
GAP (BERMUDA) L.P., its general partner | |
By: |
GAP (Bermuda) GP LIMITED, its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director |
[Signature Page to SC 13e-3]
GAP COINVESTMENTS III, LLC | ||
By: |
GENERAL ATLANTIC, L.P., its managing member | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GAP COINVESTMENTS IV, LLC | ||
By: |
GENERAL ATLANTIC, L.P., its managing member | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GAP COINVESTMENTS V, LLC | ||
By: |
GENERAL ATLANTIC, L.P., its managing member | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GAP COINVESTMENTS CDA, L.P. | ||
By: |
GENERAL ATLANTIC, L.P., its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director |
[Signature Page to SC 13e-3]
GENERAL ATLANTIC (SPV) GP, LLC | ||
By: |
GENERAL ATLANTIC, L.P., its sole member | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||
By: |
GAP (BERMUDA) L.P., its general partner | |
By: |
GAP (BERMUDA) GP LIMITED, its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GENERAL ATLANTIC GENPAR, L.P. | ||
By: |
GENERAL ATLANTIC, L.P., its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director |
[Signature Page to SC 13e-3]
GENERAL ATLANTIC (IC), L.P. | ||
By: |
GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |
By: |
GENERAL ATLANTIC, L.P., its sole member | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GAP (BERMUDA) L.P. | ||
By: |
GAP (BERMUDA) GP LIMITED, its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director | ||
GENERAL ATLANTIC (IC) SPV, L.P. | ||
By: |
GENERAL ATLANTIC (IC) (SPV) GP, LLC, its general partner | |
By: |
GENERAL ATLANTIC (IC), L.P., its sole member | |
By: |
GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |
By: | /s/ Michael Gosk | |
Name: Michael Gosk | ||
Title: Managing Director |
[Signature Page to SC 13e-3]
1 Year EngageSmart Chart |
1 Month EngageSmart Chart |
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