M&A - SMARTSHEET INC

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000162828025002101

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger with Einstein Parent, Inc., wherein Merger Sub merged with Smartsheet, making it a wholly-owned subsidiary of Parent. Each share of Smartsheet’s Class A common stock converted into $56.50 in cash. The total consideration for the merger was approximately $8.4 billion, financed through equity contributions and a term loan agreement of $2.9 billion. The merger has resulted in a change in control, with new directors appointed from Merger Sub, and several previous directors of Smartsheet resigning. Following the merger, Smartsheet notified the NYSE to remove its shares from listing. Additionally, modifications to the rights of security holders were implemented as part of the merger agreement, and the company's articles of incorporation and bylaws were amended and restated. Smartsheet issued a press release on the same day announcing the completion of the merger.

Form Type: DEFA14A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000162828025002104

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger where Smartsheet merged with Einstein Merger Sub, Inc., with Smartsheet surviving as a wholly-owned subsidiary of Einstein Parent, Inc. This merger was initiated under an Agreement and Plan of Merger dated September 24, 2024. In connection with the merger, each outstanding share of Smartsheet’s Class A common stock was converted into cash payment of $56.50. The transaction is funded through equity and debt financing arranged by the acquiring parent company, totaling approximately $2.9 billion in term loans. Following the merger, Smartsheet shares ceased trading on the New York Stock Exchange and the company requested deregistration of its shares. A change in control occurred, with Smartsheet becoming a wholly-owned subsidiary of the parent company. The completion of the merger involved changes in director and officer positions as previously held roles were vacated and filled as per the terms of the merger agreement. Additionally, the articles of incorporation and bylaws of Smartsheet were amended and restated upon completion of the merger.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002182

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger with Einstein Parent, Inc. where Merger Sub merged with and into Smartsheet, resulting in Smartsheet becoming a wholly owned subsidiary of Parent. This merger impacts the effectiveness of multiple Registration Statements filed by Smartsheet concerning its securities offerings. As a result of the merger, Smartsheet is terminating all offerings of its securities under the referenced Registration Statements and is removing from registration any unsold securities as required by the Securities Act of 1933. The relevant Registration Statements include multiple filings that covered a considerable number of shares of Class A and Class B Common Stock under various equity incentive and employee stock purchase plans. The document serves as a Post-Effective Amendment that deregisters these unsold securities under the provisions stipulated in previous filings with the SEC. The amendments reflect a comprehensive termination of offerings as part of the merger agreement finalized on this date.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002183

Filing Summary: On January 22, 2025, Smartsheet Inc. underwent a merger where Merger Sub, a wholly owned subsidiary of Einstein Parent, Inc., merged with and into Smartsheet, making Smartsheet a wholly owned subsidiary of Parent. This transaction was conducted under the Agreement and Plan of Merger dated September 24, 2024. Following this merger, Smartsheet has terminated all offerings related to its securities as per prior Registration Statements, and this filing serves to deregister any unsold securities associated with those statements. The document includes various registration numbers and details of shares covered under multiple equity and stock plans.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002184

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger as per the Agreement and Plan of Merger, dated September 24, 2024, merging with Einstein Parent, Inc. and Einstein Merger Sub, Inc. Consequently, Smartsheet becomes a wholly owned subsidiary of Parent. Due to this transaction, Smartsheet has terminated all offerings of its securities under the previously listed Registration Statements. This filing serves to deregister any unsold securities under these Registration Statements, effectively terminating their effectiveness as of this date.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002185

Filing Summary: On January 22, 2025, Smartsheet Inc. underwent a merger by entering into an Agreement and Plan of Merger with Einstein Parent, Inc. and Einstein Merger Sub, Inc. As a result of the merger, Smartsheet has become a wholly owned subsidiary of Parent. Consequently, Smartsheet has terminated all offerings of its securities associated with previous Registration Statements. The document serves as post-effective amendments to deregister any unsold securities from the aforementioned filings, effectively removing them from registration.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000162828025002187

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger in accordance with the Agreement and Plan of Merger dated September 24, 2024. This transaction involved Smartsheet merging with Einstein Parent, Inc. and its subsidiary, with Smartsheet surviving the merger as a wholly owned subsidiary of Parent. Consequently, Smartsheet has terminated all offerings of its securities related to various Registration Statements, and these Post-Effective Amendments serve to deregister unsold securities under the S-8 filings.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002188

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger where it merged with Einstein Merger Sub, Inc., leading to Smartsheet becoming a wholly owned subsidiary of Einstein Parent, Inc. This merger was formalized in an Agreement and Plan of Merger dated September 24, 2024. Subsequently, all previous offerings of Smartsheet's securities under several Registration Statements were terminated, and Smartsheet has filed Post-Effective Amendments to remove any registered but unsold securities. These amendments indicate the deregistration of the securities as a result of the merger, effectively terminating the effectiveness of the earlier Registration Statements and reflecting these changes accordingly.

Form Type: S-8 POS

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000162828025002189

Filing Summary: On January 22, 2025, Smartsheet Inc. completed a merger with Einstein Parent, Inc., where Merger Sub merged into Smartsheet, making Smartsheet a wholly owned subsidiary of Parent. This significant corporate action resulted in the termination of all offerings of Smartsheet's securities as indicated in their previous registration statements. The document serves as a post-effective amendment that deregisters any unsold securities from the Registration Statements previously filed with the SEC, which included shares under various equity incentive plans and stock purchase plans.