M&A - SPS COMMERCE INC
Form Type: 8-K/A
Filing Date: 2025-02-07
Corporate Action: Acquisition
Type: Update
Accession Number: 000119312525022267
Filing Summary: SPS Commerce, Inc. completed the acquisition of Carbon6 Technologies, Inc. on February 4, 2025. The acquisition was finalized through a combination of cash and share consideration totaling approximately $210 million. As part of the payment, 378,100 shares of common stock were issued to certain stockholders of Carbon6. Following the acquisition, a Registration Rights Agreement with the Investors allows them registration rights and imposes a 30-day and 90-day holding period for 50% of the common stock shares, respectively. A press release was issued on February 7, 2025, to announce the closing of the acquisition, further explaining the terms of the deal and the registration rights agreement.
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Additional details:
Entry Into Material Definitive Agreement Date: 2025-02-04
Acquisition Cost: 210 million
Common Stock Issued: 378,100
Registration Rights Agreement: dated February 4, 2025
Press Release Date: 2025-02-07
Form Type: 8-K
Filing Date: 2025-01-02
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525000693
Filing Summary: On December 30, 2024, SPS Commerce, Inc. entered into an Agreement and Plan of Merger to acquire Carbon6 Technologies, Inc. for approximately $210 million, involving a combination of cash and shares. At closing, around 40% of the purchase price will be paid in common stock of SPS Commerce. The acquisition is subject to customary closing conditions, including regulatory approvals. A Registration Rights and Lock-Up Agreement will be established to give Carbon6 investors registration rights for the shares received. A press release was issued on January 2, 2025, announcing this acquisition.
Document Link: View Document
Additional details:
Acquisition Price: approximately $210 million
Common Stock Consideration: approximately 40% of the Purchase Price
Closing Date: to be determined after satisfaction of closing conditions
Investors Lock Up Period: 50% for 30 days, 50% for 90 days after Closing Date
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