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| ADVS > SEC Filings for ADVS > Form 8-K on 7-Oct-2009 | All Recent SEC Filings |
7-Oct-2009
Completion of Acquisition or Disposition of Assets, Costs Associated wit
On October 1, 2009, Advent Software, Inc. (the "Company") completed the sale of MicroEdge, Inc. ("MicroEdge") a wholly-owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger (the "Agreement") entered on July 27, 2009, by and among the Company, Microedge Holdings, LLC ("Purchaser"), a Delaware limited liability company and an affiliate of Vista Equity Partners III, LLC, Microedge Merger Sub, LLC, a New York limited liability company and a wholly-owned subsidiary of Purchaser ("Merger Sub"), MicroEdge, and, with respect to Article VII, Article VIII and Article IX thereof only, U.S. Bank National Association as escrow agent. Pursuant to the Agreement, MicroEdge merged with and into Merger Sub.
The total consideration received by the Company in connection with the disposition was approximately $30 million in cash, of which approximately $27 million in cash was paid on the closing date. Approximately $3 million of the Purchase Price has been placed in escrow for eighteen (18) months following the close to be held as security for losses that may be incurred by the Purchaser in the event of certain breaches of the representations and warranties contained in the Agreement or certain other events.
The foregoing description of the transactions consummated pursuant to the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on July 27, 2009, and is incorporated herein by reference.
In connection with the sale of MicroEdge, the Company vacated approximately 24,000 square feet (the "subleased premises") of its leased property located at 619 West 54th Street in New York, New York and entered into a sublease agreement with MicroEdge LLC, whereby MicroEdge LLC will sub-lease the subleased premises from the Company. The sublease agreement became effective upon the close of sale of MicroEdge on October 1, 2009. The Company currently estimates that the restructuring costs, consisting primarily of facility exit costs, to be recorded in the fourth quarter of 2009 will be approximately $4 million before the effect of income taxes.
On October 1, 2009, the Company issued a press release announcing that it completed the sale of MicroEdge. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
(b) Pro forma financial information
The required pro forma financial information as of June 30, 2009, for the six months ended June 30, 2009 and 2008, and for the years ended December 31, 2008, 2007 and 2006 is attached as Exhibit 99.2 and is incorporated in its entirety herein by reference.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K.
Exhibit No. Exhibit Description
99.1 Press release dated October 1, 2009.
99.2 Unaudited pro forma condensed consolidated financial statements as of
June 30, 2009, for the six months ended June 30, 2009 and 2008, and
years ended December 31, 2008, 2007 and 2006.
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