| ITEM 2.01 |
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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On December 3, 2020, Intuit Inc., a Delaware corporation
(“Parent”),
completed the previously announced acquisition of Credit Karma,
Inc., a Delaware corporation (the “Company”), pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of
February 24, 2020, by and among Parent, the Company, Halo
Merger Sub I, Inc., a Delaware corporation and wholly owned
subsidiary of Parent (“Merger Sub”), Halo Merger Sub
II, LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (“Merger Sub II”), and Shareholder
Representative Services LLC, a Colorado limited liability company,
as the securityholder representative thereunder. Pursuant to the
Merger Agreement, among other matters, (i) Merger Sub merged
with and into the Company (the “First Merger”), with the Company
continuing as the surviving corporation (the “Surviving Corporation”) and
(ii) the Surviving Corporation merged with and into Merger Sub
II (the “Second
Merger” and, together with the First Merger, the
“Mergers”), with
Merger Sub II continuing as the surviving company.
At the closing of the Mergers, Parent provided total consideration
of approximately $3.4 billion in cash and 13.3 million
shares of Parent stock and equity awards with a fair value of
$4.7 billion. The total consideration includes approximately
$300 million of acquired cash. The fair value of Parent’s stock and
equity awards in connection with the Mergers is based on the
closing price of Parent common stock of $355.49 on December 2,
2020. Of the 13.3 million shares that are part of the total
consideration, 11.3 million of those shares were issued at
closing, with approximately 775,000 of those shares, valued at
approximately $300 million, being subject to a revest
provision and expensed over three years. The $3.4 billion in
cash and 11.3 million shares also include $250 million
and 834,000 shares of Parent common stock, valued at approximately
$300 million, that were deposited into an escrow fund for a
period of twelve months. The escrow fund will secure potential
payment obligations of certain former securityholders of the
Company with respect to a post-closing price adjustment and
potential indemnification obligations. The other 2 million
shares are issuable upon vesting of assumed equity awards, and have
a value of approximately $700 million which will be expensed
over approximately three years. Parent also established an equity
retention pool of $300 million which will be granted within 60
days of close and expensed over four years.
The issuance of the Parent stock consideration was registered under
the Securities Act of 1933, as amended, pursuant to a registration
statement on Form S-4 (File
No. 333-237944), as
amended, filed by Parent with the Securities and Exchange
Commission (the “SEC”) and declared effective on
May 8, 2020 (the “Registration Statement”). The
consent solicitation statement/prospectus included in the
Registration Statement contains additional information about the
Mergers, the Merger Agreement and the transactions contemplated
thereby.
The foregoing description of the Mergers and the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was filed with the SEC as
Exhibit 2.01 in a Current Report on Form 8-K on February 24, 2020, and is
incorporated into this report by reference.
On December 3, 2020, Parent issued a press release announcing
the completion of the Mergers, a copy of which is attached as
Exhibit 99.01 and is incorporated herein by reference.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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Exhibit
Number |
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Exhibit
Description |
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2.01 |
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Agreement and Plan of Merger, dated as of February 24, 2020,
by and among Intuit Inc., Halo Merger Sub I, Inc., Halo Merger Sub
II, LLC, Credit Karma, Inc. and Shareholder Representative Services
LLC (incorporated by reference to Parent’s Current Report on Form
8-K filed with the SEC on
February 24, 2020)* |
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| 99.01 |
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Press
release issued on December 3, 2020, announcing the completion
of the Mergers |
|
|
| 104 |
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Cover Page Interactive Data File
(the cover page XBRL tags are embedded within the inline XBRL
document) |
| * |
The schedules to the Agreement and Plan of Merger have been omitted
from this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant
will furnish copies of such schedules to the Securities and
Exchange Commission upon request by the Commission.
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