Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 31, 2019, Q2 Holdings, Inc., a Delaware corporation (the "Company"), consummated its previously announced acquisition of Lender Performance Group, LLC, a Delaware limited liability company, also doing business as PrecisionLender ("PrecisionLender"), Lender Performance Group Blocker, LLC, a Delaware limited liability company ("Blocker A"), LPGB, Inc., a Delaware corporation ("Georgian Blocker"), Insight (Delaware) PL Blocker Corporation, a Delaware corporation ("Insight Blocker A"), Insight (Cayman) PL Blocker Corporation, a Delaware corporation ("Insight Blocker B" and together with Blocker A, Georgian Blocker and Insight Blocker A, each a "Blocker" and collectively the "Blockers") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 30, 2019. Pursuant to the Merger Agreement, PrecisionLender has been merged with and into a wholly owned subsidiary of the Company, with PrecisionLender surviving as a wholly owned subsidiary of the Company.
The aggregate consideration paid in exchange for all of the outstanding equity interests of PrecisionLender and the Blockers at closing was approximately $510,000,000 (the "Merger Consideration"). A portion of the Merger Consideration ($4,785,000) was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 1, 2019, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 1, 2019, the Company issued a press release announcing the consummation of the acquisition of PrecisionLender and the Blockers. The press release is being furnished herewith as Exhibit 99.1.
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K under Item 7.01 (Regulation FD Disclosure) shall be deemed "furnished" and not "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall this information be deemed incorporated in any filings made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required to be filed under Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
Press Release, dated November 1, 2019, issued by the Company.*
|
* In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K under Item 7.01 (Regulation FD Disclosure) shall be deemed "furnished" and not "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.