The Silver Lake investment is contingent upon, and is expected to close immediately following, the closing of this offering as well as the satisfaction of customary closing conditions. Based on our initial public offering price of $30.00, this will result in a total of 22,518,484 shares of our Class A common stock purchased. On December 23, 2020, funds affiliated with Silver Lake Technology Management, L.L.C., or Silver Lake, agreed to purchase $550 million of shares of our Class A common stock, comprising (a) 15,018,484 shares at $21.64 per share and (b) $225 million of shares at the initial public offering price, in a concurrent private placement transaction, which we refer to as the Silver Lake investment. As a result, SAP’s controlling interest may discourage a change of control that the holders of our Class A common stock may favor. Similarly, SAP will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in control of us and will have the power to take other actions that might be favorable to SAP, including by written consent without a meeting and without prior notice to other shareholders. For as long as SAP continues to control more than 50% of the combined voting power of our common stock, SAP will be able to direct the election of all the members of our board of directors, and, so long as SAP beneficially owns at least 20% of the total outstanding shares of our common stock, the prior affirmative vote or written consent of SAP will be required for certain corporate actions, including any determinations with respect to mergers or other business combinations involving us, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, and the payment of dividends with respect to our common stock. Immediately following this offering, SAP will hold all of our Class B common stock, representing approximately 84.1% of our outstanding common stock and 98.1% of the combined voting power of our outstanding common stock (or approximately 82.8% of our outstanding common stock and 98.0% of the combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares). See “Risk Factors-Risks Related to Ownership of Our Class A Common Stock and this Offering” for additional information. This means that, for the foreseeable future, investors in this offering and holders of our Class A common stock will not have a meaningful voice in our corporate affairs and that the control of our company will be concentrated with SAP. Therefore, SAP America will hold approximately 98.1% of the combined voting power of our outstanding common stock upon completion of this offering (or approximately 98.0% if the underwriters exercise in full their option to purchase additional shares). Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights, certain actions that require the consent of holders of Class B common stock and other protective provisions as set forth in this prospectus. SAP America will own all 423,170,610 shares of Class B common stock, representing approximately 84.1% of our total outstanding shares of common stock. Upon completion of this offering, we will have two classes of common stock outstanding: Class A common stock and Class B common stock. SAP America, Inc., or SAP America, a wholly owned subsidiary of SAP SE, together with its consolidated subsidiaries other than us, SAP, currently owns 98.6% of our outstanding common stock and, following this offering, SAP America will continue to be our controlling stockholder.
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