M&A - SPS COMMERCE INC

Form Type: 11-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000109269925000043

Filing Summary: SPS Commerce, Inc. filed its annual report on Form 11-K for the fiscal year ended December 31, 2024, detailing the SPS Commerce, Inc. 401(k) Retirement Savings Plan. The report includes financial statements audited by Wipfli LLP, highlighting net assets available for benefits amounting to $212,352,632 as of December 31, 2024, which reflects an increase of $38,186,942 from the previous year. It documents significant investment activity, including net appreciation of investments and contributions from participants. The report outlines the transfer of net assets of $4 million from the TIE Commerce Plan following SPS's acquisition of TIE Kinetix in May 2024. Moreover, it notes a subsequent transfer of $5.9 million from the SupplyPike Plan in May 2025. Participants are eligible for the Plan upon reaching age 21, and the document includes comprehensive details about funding policies, vesting schedules, and the Plan's compliance with ERISA and IRS regulations. Notably, SPS holds a significant portion of the Plan's investments in its own common stock, posing potential market risks.

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.

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.

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.