from Elliott Management were approximately $878,000. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or
financial instruments (including derivatives, bank loans or other obligations) of LogMeIn for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other
financial instruments.
The section of the Definitive Proxy Statement entitled: Certain Financial Projections is amended and
supplemented in its entirety as follows:
On page 70, the following table below is included below the Management Projections table:
The following table summarizes the Extrapolations as described below.
Extrapolations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
2026E
|
|
|
2027
|
|
|
2028F
|
|
|
2029F
|
|
Revenue(1)
|
|
$
|
2,003
|
|
|
$
|
2,133
|
|
|
$
|
2,229
|
|
|
$
|
2,285
|
|
Adjusted EBITDA(3)
|
|
$
|
589
|
|
|
$
|
636
|
|
|
$
|
673
|
|
|
$
|
690
|
|
Unlevered Free Cash Flow Pre SBC(6)
|
|
$
|
434
|
|
|
$
|
471
|
|
|
$
|
501
|
|
|
$
|
514
|
|
Unlevered Free Cash Flow Post SBC(7)
|
|
$
|
294
|
|
|
$
|
322
|
|
|
$
|
345
|
|
|
$
|
354
|
|
(1), (3), (6), and (7) Notes 1, 3, 6, and 7 in the table above are incorporated herein by reference.
On page 70, the final paragraph is amended and restated as follows (new language and changes underlined:)
LogMeIns ability to achieve the results set forth in the Management Projections are expressly dependent upon certain assumptions,
including historical trajectory of each of LogMeIns businesses, broad secular trends in the technology sector, market specific trends in each of the end markets in which LogMeIn operates, and detailed input from various managers of each of
LogMeIns businesses. LogMeIn management also prepared certain unaudited non-public prospective financial information regarding LogMeIns operations for fiscal years 2026 to 2029 for J.P.
Morgans use and reliance in connection with its financial analyses and opinion (the Extrapolations). The Extrapolations assume that existing trends, competitive dynamics and market forecasts contained in the Management
Projections would continue. The Management Projections were not prepared with a view to public disclosure and are included herein only because such information was made available as described above. The Management Projections were not prepared
with a view to comply with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of
prospective financial information. Furthermore, Deloitte & Touche LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly,
assumes no responsibility for them and expresses no opinion on them. The Management Projections included herein have been prepared by, and are the responsibility of, LogMeIns management.
On page 72, the second paragraph is amended and restated as follows (new language underlined):
Certain of the measures included in the Management Projections may be considered non-GAAP financial
measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with accounting principles generally accepted in the
United States (GAAP) and non-GAAP financial measures as used by LogMeIn may not be comparable to similarly titled amounts used by other companies. The
non-GAAP financial measures used in the Management Projections were relied upon by Qatalyst Partners and J.P. Morgan for the purposes of their respective fairness opinions and by our Board in connection with
its consideration of the Merger. Financial measures provided to a financial advisor in this context were not prepared with a view toward public disclosure and are excluded from the definition of non-GAAP
financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP
financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Qatalyst Partners or J.P. Morgan for purposes of their respective opinions, or by our Board in connection with its consideration of the Merger. Accordingly,
the Company has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures.
The section of the Definitive Proxy Statement entitled: Litigation Relating to the Merger is amended and supplemented in its
entirety as follows:
On page 112, the second paragraph is amended and restated as follows (new language and changes underlined):
Since the announcement of the Merger, six putative class action complaints have been filed by and purportedly on behalf of alleged LogMeIn
stockholders: three in the United States District Court for the District of Delaware, captioned Stein v. LogMeIn, Inc., et al., Case No. 1:20-cv-00098, filed
January 22, 2020; Carter v. LogMeIn, Inc., et al., Case No. 1:20-cv-00124, filed January 24, 2020; and Thompson v. LogMeIn, Inc., et al., Case No. 1:20-cv-00129, filed January 27, 2020; two in the United States District Court for the Southern District of New York, captioned Ford v. LogMeIn, Inc., et al., Case No. 1:20-cv-00582, filed January 22, 2020; Rosenfeld v. LogMeIn, Inc. et. al., Case No. 1:20-cv-00981, filed February 5, 2020; and one in the United States District Court for the District of Massachusetts, captioned Abrams v. LogMeIn, Inc., et al.,
No. 1:20-cv-10272, filed February 12, 2020 in the United States District Court for the District of Massachusetts (together, the Actions). The
Actions name as defendants LogMeIn, our President and Chief Executive Officer and our Board. The Actions allege, among other things, that all defendants violated provisions of the Exchange Act insofar as this proxy statement preliminarily filed by
LogMeIn on January 17, 2020 or the definitive proxy statement on Schedule 14A filed by the Company on February 7, 2020 (the Definitive Proxy Statement) allegedly omits material information with respect to the
transactions contemplated therein that purportedly renders the preliminary proxy statement and/or the Definitive Proxy Statement false and misleading. The Actions seek, among other things, injunctive relief, rescissory damages, declaratory judgment
and an award of plaintiffs fees and expenses. The defendants believe the claims asserted in these Actions are without merit and intend to vigorously defend them.
Page 112 is hereby amended and supplemented by inserting the following at the end of this section:
LogMeIn believes that no supplemental disclosures are required under applicable laws; however, in order to avoid any risk of the Actions
delaying the Merger and minimize the expense of defending the Actions, and without admitting any liability or wrongdoing, LogMeIn is voluntarily making certain disclosures. Nothing in this Definitive Proxy Statement shall be deemed an admission of
the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, LogMeIn specifically denies all allegations in the foregoing Actions, including that any additional disclosure was or is required.