M&A - SPS COMMERCE INC

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Form Type: 10-Q

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000109269925000038

Filing Summary: SPS Commerce, Inc. provides a quarterly financial report for the period ended March 31, 2025. The company has acquired Carbon6 Technologies and SupplyPike, enhancing its capabilities in providing software solutions for retail supply chains. The acquisition of Carbon6, effective February 4, 2025, involved a total consideration of $209.3 million, including $141.6 million in cash and $67.7 million in common stock. The acquisition of SupplyPike, completed on July 31, 2024, had a total consideration of $205.8 million, comprising $118.6 million cash and $87.2 million in common stock. The financial highlights include revenues of $181.549 million and net income of $22.196 million for the first quarter of 2025, demonstrating growth compared to the prior year. The report includes detailed financial statements, management analysis, and notes on revenue recognition and the company's accounting practices. It indicates a strong position in the market with significant investments in technology and strategic acquisitions.

Additional details:

Cash And Cash Equivalents: $94,921


Accounts Receivable: $68,183


Net Income: $22,196


Total Assets: $1,109,050


Total Liabilities: $188,129


Total Stockholders Equity: $920,921


Recurring Revenues: $172,329


One Time Revenues: $9,220


Acquisition Carbon6 Cost: $209.3 million


Acquisition Supply Pike Cost: $205.8 million


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.

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.

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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