EXPLANATORY NOTE
On January 7, 2022, nCino, Inc. (formerly Penny HoldCo, Inc., and herein, “nCino”) and nCino OpCo, Inc. (formerly nCino, Inc., and herein, “nCino OpCo”) completed the nCino Merger (as defined herein in Item 2.01, below), pursuant to the Merger Agreement (as defined in Item 2.01, below), as a result of which, among other things, nCino became the parent of nCino OpCo, SimpleNexus (as defined in Item 2.01, below) and their respective subsidiaries.
This Current Report on Form 8-K is being filed for the purpose of disclosing certain events with respect to nCino OpCo in connection with the consummation of the Mergers (as defined in Item 2.01, below).
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On January 7, 2022, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among nCino, nCino OpCo, Dollar Merger Sub, Inc., a Delaware corporation (“nCino Merger Sub”), Penny Merger Sub, LLC, a Utah limited liability (“SimpleNexus Merger Sub”), Penny Blocker 1 Merger Sub, Inc., a Delaware corporation (“Blocker 1 Merger Sub”), Penny Blocker 2 Merger Sub, Inc., a Delaware corporation (“Blocker 2 Merger Sub”), Penny Blocker 3 Merger Sub, Inc., a Delaware corporation (“Blocker 3 Merger Sub”), Penny Blocker 4 Merger Sub, Inc., a Delaware corporation (“Blocker 4 Merger Sub” and, together with Blocker 1 Merger Sub, Blocker 2 Merger Sub and Blocker 3 Merger Sub, the “Blocker Merger Subs” and, together with nCino Merger Sub and SimpleNexus Merger Sub, the “Merger Subs”), Insight (Delaware) SN Blocker Corporation, a Delaware corporation (“Blocker 1”), Insight (Cayman) SN Blocker Corporation, a Delaware corporation (“Blocker 2”), ScarletFire SN Blocker Corporation, a Delaware corporation (“Blocker 3”), TLEO, Inc., a Delaware corporation (“Blocker 4” and, together with Blocker 1, Blocker 2 and Blocker 3, the “Blockers”), SimpleNexus, LLC, a Utah limited liability company (“SimpleNexus”), and Insight Venture Partners, LLC, a Delaware limited liability company, solely in its capacity as the Member Representative (as defined in the Merger Agreement), (i) nCino Merger Sub merged with and into the nCino OpCo, with nCino OpCo surviving such merger as a wholly owned subsidiary of nCino (the “nCino Merger”, and the effective time of such merger, the “nCino Effective Time”), (ii) each of the Blocker Merger Subs merged with and into the respective corresponding Blocker, with each of the respective Blockers surviving as a wholly owned subsidiary of nCino and (iii) SimpleNexus Merger Sub merged with and into SimpleNexus, with SimpleNexus surviving as a wholly owned subsidiary of nCino (the mergers contemplated in clauses (i) – (iii) hereof, collectively, the “Mergers”, and the effective times of such mergers, collectively, the “Effective Time”).
Pursuant to the Merger Agreement, at the applicable Effective Time (a) each share of nCino OpCo common stock, par value $0.0005 per share (“nCino OpCo Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into one fully paid and nonassessable share of nCino common stock, par value $0.0005 (“nCino Common Stock”), (b) all of the common units and preferred units of SimpleNexus issued and outstanding immediately prior to the Effective Time, other than those units held by the Blockers, were automatically converted into the right to receive such holder’s Pro Rata Portion (as defined in the Merger Agreement) of the merger consideration, without interest and (c) all of the capital stock of each of the Blockers issued and outstanding immediately prior to the Effective Time were automatically converted into the right to receive such holder’s Pro Rata Portion of the merger consideration, without interest, based on the number of SimpleNexus common units and/or preferred units held by such Blockers. The Merger Agreement further provides that all cash and stock proceeds payable to holders of units of SimpleNexus that are subject to vesting conditions will be paid out in the form of restricted cash awards and restricted stock awards with respect to nCino Common Stock which are subject to the same vesting conditions as were applicable to the underlying SimpleNexus units. The merger consideration to be paid by nCino consists, in the aggregate, of approximately 12.76 million shares of nCino Common Stock, and approximately $270 million in cash, on a cash free debt free basis and excluding transaction expenses.
As of the nCino Effective Time, (i) nCino assumed the nCino, Inc. 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan”), the nCino, Inc. 2014 Omnibus Stock Ownership and Long Term Incentive Plan (the “2014 Plan”) and the nCino, Inc. Employee Stock Purchase Plan (collectively, the “Plans”), as well as any shares of nCino OpCo Common Stock available for issuance thereunder, which automatically converted into nCino Common Stock, and (ii) each stock option and restricted stock unit issued under the 2019 Plan and each stock option issued under the 2014 Plan that was outstanding immediately prior to the nCino Effective Time was assumed by nCino and converted automatically to a stock option or restricted stock unit with respect to nCino Common Stock on substantially the same terms and conditions as applied to such award prior to the nCino Effective Time.
