M&A - Olo Inc.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125024753

Filing Summary: On July 3, 2025, Olo Inc. entered into an Agreement and Plan of Merger with Project Hospitality Parent, LLC and Project Hospitality Merger Sub, Inc. The merger will result in Merger Sub being merged with and into Olo Inc., with the company surviving the merger as a wholly-owned subsidiary of Parent. The agreement includes provisions for the cancellation and conversion of outstanding shares into cash, with each share of Olo's Class A and Class B common stock entitled to receive $10.25 in cash. Stock options will be treated based on their exercise price relative to the merger consideration. The agreement includes customary representations, warranties, and covenants, as well as termination rights and conditions that have to be met for the merger to proceed. There is a termination fee of $73,725,000 payable by Olo under certain circumstances. Additionally, support agreements were signed by stockholders holding over 75% of the voting power, agreeing to vote in favor of the merger.

Form Type: DEFA14A

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125024755

Filing Summary: On July 3, 2025, Olo Inc. entered into an Agreement and Plan of Merger with Project Hospitality Parent, LLC and Project Hospitality Merger Sub, Inc. This merger will result in Merger Sub merging with Olo, which will operate as a wholly-owned subsidiary of Parent. Shareholders of Olo will receive $10.25 in cash for each share of common stock they hold. The merger agreement includes conditions that must be satisfied, including approval from the holders of a majority of outstanding shares. The agreement also covers the treatment of outstanding stock options and restricted stock units, specifying cash payments for in-the-money options and previously vested awards. If the merger does not complete by a specified date, either party may terminate the agreement, and the Company must pay a termination fee under certain conditions. Support agreements have been signed by stockholders holding over 75% voting power to vote in favor of the merger. A press release announcing the merger was issued the same day, and the document is part of a larger filing that includes various exhibits related to the merger process.