On July 30, 2023, New Relic, Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Crewline
Buyer, Inc., a Delaware corporation (Parent), and Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which, subject to the satisfaction or waiver of the
conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company (the Surviving Corporation) surviving the merger as a wholly-owned subsidiary of Parent (the Merger). Parent and Merger Sub
are subsidiaries of an investment fund (TPG Fund) affiliated with TPG Global LLC (TPG). At the effective time of the Merger, the Surviving Corporation will be indirectly owned by investment funds advised by Francisco Partners
Management, L.P. (FP), the TPG Fund and certain of their affiliates.
As of the filing of this Current Report on Form 8-K (this Form 8-K), seven lawsuits have been filed by purported stockholders of the Company related to the Merger: ODell v. New Relic, Inc., et. al., Civil
Action No. 1:23-cv-8507 (S.D.N.Y. September 27, 2023) (the ODell Action), Pond v. New Relic, Inc., et. al., Case No. 3:23-cv-04998 (N.D. Cal. September 28, 2023) (the Pond Action), Wang v. New Relic, Inc., et. al., Civil Action No. 1:23-cv-08593 (S.D.N.Y. September 29, 2023) (the Wang Action), Schantz v. Arthur, et. al., Case No.
CGC-23-609495 (Cal. Super. Ct. October 3, 2023) (the Schantz Action), ONeill v. New Relic, Inc., et. al., Case No.
1:23-cv-08898 (S.D.N.Y. October 10, 2023) (the ONeill Action), Scott v. New Relic, Inc., et. al., Case No. 1:23-cv-01130 (S.D.N.Y. October 10, 2023) (the Scott Action), and Michoud v. New Relic, Inc., et. al., Case No.
23-cv-08934 (S.D.N.Y. October 11, 2023) (the Michoud Action, and collectively with the ODell Action, the Pond Action, the Wang Action, the Schantz
Action, the ONeill Action, and the Scott Action, the Actions). The ODell Action, the Pond Action, the Wang Action, the Scott Action, and the Michoud Action name as defendants the Company and its board of directors and allege,
among other things, that the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the SEC) on September 25, 2023 (the Definitive Proxy Statement) omits material information with
respect to the Merger, rendering the Definitive Proxy Statement false and misleading in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The ONeill Action alleges similar
disclosure deficiencies in the Definitive Proxy Statement against the Company, its board of directors, and one former director. The Schantz Action names as defendants the Company, its board of directors, Francisco Partners Management LLC and TPG,
and alleges, among other things, similar disclosure deficiencies in the Definitive Proxy Statement in violation of Section 25401 of the California Corporations Code. The Actions seek, among other relief, an order enjoining the Merger or
rescission if the Merger is consummated. In addition, as of the date of this Form 8-K, twelve purported stockholders sent letters and/or draft and unfiled complaints to the Company alleging similar
deficiencies in the Definitive Proxy Statement as those noted in the above-referenced Actions (collectively, the Demand Letters). The Company believes that the claims in the Actions and Demand Letters are without merit and intends to
vigorously defend against them.
The Company vigorously denies that the Definitive Proxy Statement is deficient in any respect. The Company believes that
the claims asserted in the Actions and Demand Letters are without merit and no further disclosure is required to supplement the Definitive Proxy Statement under applicable laws. However, solely to moot the unmeritorious disclosure claims and
minimize the risk, costs, burden, nuisance and uncertainties inherent in litigation, the Company hereby supplements the disclosures contained in the Definitive Proxy Statement (the Supplemental Disclosures). Nothing in this Form 8-K will be deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein. The Supplemental Disclosures are set forth below and should be read in
conjunction with the Definitive Proxy Statement.
These Supplemental Disclosures do not affect the merger consideration to be paid to the Companys
stockholders in connection with the Merger or the timing of the Companys virtual special meeting of stockholders scheduled to be held online via live webcast on November 1, 2023 at 7:00 am, Pacific Daylight Time (the Special
Meeting). The Board of Directors of the Company continues to recommend that you vote FOR the proposal to adopt the Merger Agreement and FOR the other proposals being considered at the Special Meeting.
Supplemental Disclosures to the Definitive Proxy Statement
The disclosure in the section entitled Background of the Merger, beginning on page 33 of the Definitive Proxy Statement, is hereby amended
by replacing the fourth paragraph on page 49 of the Definitive Proxy Statement with the following:
Beginning on July 31, 2023, representatives of
Qatalyst Partners reached out to 53 parties to invite such parties to participate in New Relics go-shop process. Such parties were identified as having the most likely strategic interest in acquiring New
Relic and the financial capability to complete an acquisition. 28 of the contacted parties were private equity sponsors, and the remaining 25 were potential strategic counterparties. 16 of the contacted parties were ones that representatives of
Qatalyst