Item 8.01 Other Events.
As previously announced, on October 23, 2023, EngageSmart, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Icefall Parent, LLC, a Delaware limited liability company and an affiliate of Vista Equity Partners (Parent), and Icefall Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Parent (Merger Sub), providing for the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The consummation of the Merger is
conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). The Company and Parent
made the necessary filings under the HSR Act with the FTC and the DOJ on November 6, 2023. The required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern time on December 6, 2023.
The consummation of the Merger remains subject to approval by the Companys stockholders and the satisfaction or waiver of customary closing conditions
set forth in the Merger Agreement.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K includes certain forward-looking statements within the meaning of the federal securities
laws, including statements related to the proposed merger of the Company with Vista (the Transaction), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These
forward-looking statements are based on the Companys current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry,
managements beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as expect, anticipate, intend, aims,
plan, believe, could, seek, see, will, may, would, might, considered, potential, estimate,
continue, likely, expect, target or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature,
forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits
thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and
the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of affiliates of Vista to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction;
(iii) litigation relating to the Transaction that has been or could be instituted against Vista, General Atlantic, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Transaction will harm the Companys business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or
changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions;