Progress Software Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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Progress Software Corporation
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 31, 2024, pursuant to the terms of that certain Asset Purchase Agreement dated as of September 9, 2024 (the “Purchase Agreement”), by and between Progress Software Corporation, a Delaware corporation (“Progress”) and Cloud Software Group, Inc., a Delaware corporation (the “Seller”), Progress completed the previously announced purchase of substantially all of the assets and assumption of certain of the liabilities that collectively comprise ShareFile, a business unit of the Seller, that provides leading collaboration software for document-centric use cases. The transactions contemplated by the Purchase Agreement are collectively referred to as the “Transaction.”
Upon the closing of the Transaction, Progress paid an aggregate purchase price of $875 million in cash, subject to a $25 million working capital credit, funded via a combination of cash on hand and an existing revolving credit facility.
Pursuant to Rule 3-05 and Article 11 of Regulation S-X, Progress will file financial statements and pro forma financial information related to the Transaction by an amendment to this Current Report on Form 8-K.
The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 of Progress’ Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2024, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 31, 2024, the Company issued a press release with respect to the closing of the Transaction, a copy of which is attached hereto and furnished as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Asset Purchase Agreement, dated as of September 9, 2024, by and between Cloud Software Group, Inc. and Progress Software Corporation (incorporated by reference to Exhibit 2.1 to Progress’ Current Report on Form 8-K filed September 9, 2024)* | |
| 99.1 | Press Release, dated October 31, 2024 | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) |
* The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request by the Commission.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 31, 2024 | Progress Software Corporation | |
| By: | /s/ YUFAN STEPHANIE WANG | |
| YuFan Stephanie Wang | ||
| Chief Legal Officer and Secretary | ||