Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 26, 2021, Citrix Systems, Inc., a Delaware corporation (“Citrix”) completed its previously announced acquisition of Wrangler Topco, LLC, a Delaware limited liability company (“Wrangler”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated January 16, 2021, by and among Citrix, Wrangler, Wallaby Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Citrix (“Merger Sub”), and Vista Equity Partners Management, LLC (“Vista”), solely in its capacity as the representative of the equityholders of Wrangler, pursuant to which Merger Sub merged with and into Wrangler (the “Merger”), with Wrangler surviving the Merger and continuing as a wholly-owned subsidiary of Citrix. Wrangler is the parent entity of Wrike, Inc., a leading provider of SaaS collaborative work management solutions.
The Merger consideration paid by Citrix consisted of approximately $2.25 billion in cash (subject to certain closing adjustments described in the Merger Agreement) (the “Merger Consideration”), payable to holders of Wrangler’s capital stock and options (the “Holders”) as further detailed in the Merger Agreement. Citrix funded the Merger consideration with (i) a term loan credit agreement, dated February 5, 2021 with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto from time to time, and (ii) the completion of the issuance of 1.250% Senior Notes due 2026 pursuant to an Underwriting Agreement, dated February 9, 2021 among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein, as previously disclosed in the Annual Report on Form 10-K and the Current Report on Form 8-K filed by Citrix with the Securities and Exchange Commission (the “SEC”) on February 8, 2021 and February 18, 2021, respectively.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, (i) each outstanding equity unit of Wrangler, each outstanding and vested option to acquire equity units of Wrangler and each outstanding and unvested restricted stock unit of Wrangler was cancelled and converted into the right to receive a portion of the Merger Consideration; and (ii) each unvested option to acquire equity units of Wrangler was cancelled and converted into an option to acquire shares of common stock of Citrix, in each case in accordance with the terms of the Merger Agreement.
At the closing of the Merger, $35.0 million of the Merger Consideration otherwise payable to the Holders was deposited into a third party escrow fund, to be held for up to one year following the closing of the Merger, to fund (i) potential payment obligations of the Holders with respect to post-closing adjustments to the Merger Consideration and (ii) potential post-closing indemnification obligations of the Holders, in each case in accordance with the terms of the Merger Agreement.
The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (1) have been made only for purposes of the Merger Agreement, (2) have been qualified by confidential disclosures made in confidential disclosure schedules delivered in connection with the Merger Agreement, (3) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (4) were made only as of the date of the Merger Agreement, the closing date of the Merger or such other date as is specified in the Merger Agreement, and (5) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement and the related description are included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses or to modify or supplement any factual disclosures about Citrix in its reports filed with the SEC. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Citrix’s public disclosures.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Citrix with the SEC on January 19, 2021 and is incorporated into this Item 2.01 by reference.
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