Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Agreement and Plan of Merger, dated as of July 30, 2023 (the “Merger Agreement”), by and among Crewline Buyer, Inc., a Delaware corporation (“Parent”), Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and New Relic, Inc., a Delaware corporation (the “Company”). Parent and Merger Sub are affiliates of an investment fund affiliated with TPG Global, LLC.
On November 8, 2023 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Item 1.01 |
Entry into a Material Definitive Agreement. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Concurrently with the closing of the Merger, Crewline Intermediate, Inc., a Delaware corporation (“Holdings”), and Parent entered into that certain Credit Agreement, dated as of the Closing Date, among Holdings, Parent, as borrower, the lenders party thereto (the “Lenders”) and Blue Owl Capital Corporation, as the administrative agent and collateral agent for the Lenders (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for extensions of credit in the form of (i) an initial term loan to Parent in an aggregate principal amount of $2,400,000,000, (ii) revolving credit loans made available to Parent at any time and from time to time, in an aggregate principal amount at any time outstanding not to exceed $250,000,000 (including letters of credit extensions), and (iii) letters of credit from time to time in an aggregate stated amount at any time outstanding not to exceed $50,000,000.
The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of Parent and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their respective types.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At 7:30 a.m., Eastern time on the Closing Date (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) outstanding as of immediately prior to the Effective Time (other than shares of Common Stock (A) held by the Company as treasury stock, (B) owned by Parent or Merger Sub, (C) owned by any direct or indirect wholly-owned subsidiary of Parent or Merger Sub as of immediately prior to the Effective Time, (D) that are Rollover Shares (as defined in the Merger Agreement) or (E) held by stockholders of the Company who have not voted in favor of the Merger and have properly and validly exercised their statutory appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware), was cancelled and converted into the right to receive $87.00 in cash, without interest, less applicable withholding taxes (the “Per Share Merger Consideration”).
In addition, pursuant to the Merger Agreement, at the Effective Time:
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each outstanding, vested and unexercised option to purchase Common Stock immediately prior to or upon the Effective Time (including any options to purchase Common Stock that vested or accelerated in vesting upon the occurrence of the Effective Time in accordance with the applicable terms and conditions) (each a “Company Option”) was cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the excess of the Per Share Merger Consideration over the per share exercise price of such vested Company Option, by (ii) the number of shares of Common Stock covered by such vested Company Option immediately prior to and upon the Effective Time; |
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each outstanding Company Option unvested immediately prior to or upon the Effective Time (after taking into account any applicable vesting or accelerated vesting provisions in connection with the Merger) (each an “Unvested Option”) was substituted and immediately converted into an award to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Per Share Merger Consideration over the per share exercise price of such Unvested Option, by (ii) the number of shares of Common Stock covered by such Unvested Option immediately prior to and upon the Effective Time. The cash-based award is subject to the same terms and conditions applicable to the corresponding Unvested Option immediately prior to the Effective Time. Any Company Option (whether vested or unvested) that had a per share exercise price that was equal to or greater than the Per Share Merger Consideration was cancelled for no consideration as of the Effective Time; |