| ![]() | | | ![]() | |
| William D. Green Chairman of the Board | | | TJ Parass Chief Executive Officer | |
| | YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY ELECTRONICALLY VIA THE INTERNET OR TELEPHONICALLY OR BY COMPLETING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT AT THE MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. IF YOU HOLD YOUR SHARES OF COMPANY COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU SHOULD FOLLOW THE PROCEDURES PROVIDED BY YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE IN ORDER TO VOTE. AS A BENEFICIAL OWNER OF SHARES OF COMPANY COMMON STOCK HELD IN “STREET NAME,” YOU HAVE THE RIGHT TO DIRECT YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE ON HOW TO VOTE THE SHARES IN YOUR ACCOUNT. PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES OF COMPANY COMMON STOCK AT THIS TIME. IF THE MERGER AGREEMENT IS APPROVED AND THE MERGER IS COMPLETED, YOU WILL RECEIVE A LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS TO SURRENDER ANY STOCK CERTIFICATES. | | |
| Time and Date | | | | |
| Place | | | Offices of | |
| Items of Business | | | To consider and vote on: • a proposal to approve the Agreement and Plan of Merger, dated as of April 28, 2022, as it may be amended from time to time, which we refer to as the “merger agreement,” a copy of which (i) is attached as Annex A to the accompanying proxy statement and (ii) includes as Exhibit A thereto the form of articles of organization of the surviving corporation of the merger, by and among GTY Technology Holdings Inc., a Massachusetts corporation, which we refer to as we, us “our,” “GTY” or the “Company,” GI Georgia Midco, Inc., a Delaware corporation, which we refer to as “Parent,” and GI Georgia Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Parent, which we refer to as “Merger Sub”; • a proposal to approve, on a nonbinding advisory basis, compensation that will or may become payable to our named executive officers in connection with the merger (which we refer to as the “nonbinding merger-related compensation proposal”); and • a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. | |
| Record Date | | | You may vote if you were a shareholder of record at the close of business on | |
| Proxy Voting | | | Your vote is very important, regardless of the number of shares of Company common stock you own. The merger of Merger Sub with and into the Company, with the Company surviving the merger, which we refer to as the “merger,” and other transactions contemplated by the merger agreement cannot be consummated unless the merger agreement is approved by the affirmative vote of the holders of at least two-thirds of the shares of Company common stock that are issued and outstanding as of the record date. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Company common stock will be represented and voted at the special meeting if you are unable to attend. If you do not attend the special meeting and fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of Company common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement. | |
| | | | If you are a shareholder of record, voting in person at the special meeting will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee in order to vote. As a beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee on how to vote the shares in your account. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your bank, brokerage firm or other nominee. | |
| Recommendation | | | The board of directors of the Company, which we refer to as the “Board,” has unanimously adopted and approved the merger agreement and recommended that the Company’s shareholders approve the merger agreement. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board unanimously recommends that you vote (i) “FOR” approval of the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. | |
| Attendance | | | Only shareholders of record or their duly authorized proxies have the right to attend the special meeting. Beneficial owners of shares are invited to attend the special meeting. If your shares of Company common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company common stock. Beneficial owners who wish to vote in person at the meeting should obtain a valid proxy from their bank, broker or other nominee. If you are the representative of a corporate or institutional shareholder, you must present proof that you are the representative of such shareholder. | |
| Appraisal Rights | | | Under Part 13 of the Massachusetts Business Corporation Act, which we refer to as the “MBCA,” Company shareholders who believe they are or may be entitled to appraisal rights in connection with the merger must, in order to exercise those rights, before the vote is taken deliver to the Company a written notice of intent to demand payment for such shareholders’ shares of Company common stock if the merger is effectuated, NOT vote for the proposal to approve the merger agreement, and comply with other procedures under Part 13 of the MBCA and explained in the accompanying proxy statement. See “Appraisal Rights” beginning on page | |
| | | | By order of the Board of Directors, | |
| | | | ![]() Jon C. Bourne Executive Vice President, General Counsel and Secretary | |
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Announced | | | Acquiror | | | Target | |
02/2022 | | | Veritas Capital | | | Houghton Mifflin Harcourt Co. | |
02/2022 | | | HelpSystems | | | Tripwire | |
12/2021 | | | SS&C Technologies Holdings, Inc. | | | Blue Prism Group Plc | |
11/2021 | | | Clearlake Capital Group, L.P. | | | Quest Software | |
08/2021 | | | mdf commerce inc. | | | Periscope Holdings, Inc. | |
06/2021 | | | Science Applications International Corp. | | | Halfaker and Associates, LLC | |
05/2021 | | | Absolute Software Corp. | | | NetMotion Software, Inc. | |
02/2021 | | | Tyler Technologies, Inc. | | | NIC, Inc. | |
02/2021 | | | Veritas Capital and Evergreen Coast Capital Corp. | | | Cubic Corp. | |
10/2020 | | | Francisco Partners | | | Forcepoint | |
03/2020 | | | Veritas Capital | | | DXC – U.S. State and Local Health and Human Services business | |
02/2020 | | | Science Applications International Corp. | | | Unisys Federal | |
12/2019 | | | Thoma Bravo | | | Instructure | |
11/2019 | | | Workday, Inc. | | | Scout RFP | |
10/2019 | | | Thoma Bravo | | | Sophos | |
09/2019 | | | Vista Equity Partners | | | Acquia | |
08/2019 | | | Perspecta Inc. | | | Knight Point Systems, LLC | |
04/2019 | | | Coupa Software | | | Exari | |
09/2018 | | | Science Applications International Corp. | | | Engility Holdings, Inc. | |
03/2018 | | | Inovalon | | | ABILITY Network | |
02/2018 | | | R1 RCM Inc. | | | Intermedix Corp. | |
01/2018 | | | On Assignment, Inc. | | | ECS Federal, LLC | |
| | | Fiscal Year Ending December 31, | | |||||||||||||||||||||||||||
In millions(1) | | | 2022(2) | | | 2023 | | | 2024 | | | 2025 | | | 2026 | | |||||||||||||||
Revenue | | | | $ | 71 | | | | | $ | 99 | | | | | $ | 127 | | | | | $ | 160 | | | | | $ | 200 | | |
Adjusted operating (loss) income(3) | | | | $ | (13) | | | | | $ | (7) | | | | | $ | 1 | | | | | $ | 12 | | | | | $ | 25 | | |
Unlevered free cash flow(4) | | | | $ | (12) | | | | | $ | (20) | | | | | $ | (13) | | | | | $ | (6) | | | | | | — | | |
Name | | | Shares (#) | | | Exchangeable Shares (#) | | | RSUs (#) | | | Options (#) | | | Warrants (#) | | | Value ($) | | ||||||||||||||||||
Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TJ Parass | | | | | 146,429 | | | | | | 2,459,489 | | | | | | 356,379 | | | | | | — | | | | | | — | | | | | $ | 18,662,471 | | |
John J. Curran | | | | | 226,678 | | | | | | — | | | | | | 308,514 | | | | | | — | | | | | | — | | | | | $ | 3,371,710 | | |
David Farrell | | | | | 646,859 | | | | | | — | | | | | | 51,448 | | | | | | — | | | | | | — | | | | | $ | 4,399,334 | | |
Corry Flatt(1) | | | | | — | | | | | | 882,651 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,560,701 | | |
James Ha | | | | | 159,751 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | $ | 1,163,931 | | |
Justin Kerr | | | | | 39,667 | | | | | | — | | | | | | 71,951 | | | | | | — | | | | | | — | | | | | $ | 703,193 | | |
Craig Ross | | | | | 265,618 | | | | | | — | | | | | | 34,000 | | | | | | — | | | | | | — | | | | | $ | 1,887,593 | | |
Michael Duffy | | | | | 704,303 | | | | | | — | | | | | | 245,000 | | | | | | — | | | | | | 200,000 | | | | | $ | 6,092,609 | | |
Joel Mahoney | | | | | 775,649 | | | | | | — | | | | | | 10,875 | | | | | | — | | | | | | — | | | | | $ | 4,955,101 | | |
Omar Salaymeh | | | | | 115,677 | | | | | | 84,161 | | | | | | 35,258 | | | | | | 51,372 | | | | | | — | | | | | $ | 1,679,103 | | |
Jon C. Bourne | | | | | — | | | | | | — | | | | | | 20,782 | | | | | | — | | | | | | — | | | | | $ | 130,927 | | |
Katerina Goros | | | | | 1,016 | | | | | | — | | | | | | 4,803 | | | | | | — | | | | | | — | | | | | $ | 36,660 | | |
Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
William D. Green | | | | | 386,379 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 4,072,854 | | |
Harry L. You | | | | | 3,743,190 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,112 | | | | | $ | 25,220,764 | | |
Randolph L. Cowen | | | | | 68,559 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 544,887 | | |
Joseph M. Tucci | | | | | 318,979 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 3,648,234 | | |
Charles E. Wert | | | | | 122,557 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 885,074 | | |
Named Executive Officer and Title | | | Cash(1) | | | Equity(2) | | | Perquisites/ Benefits(3) | | | Other(4) | | | Total | | |||||||||||||||
TJ Parass Chief Executive Officer and President | | | | $ | 900,000 | | | | | $ | 1,291,657 | | | | | $ | 8,100 | | | | | $ | | | | | $ | 2,199,757 | | | |
John J. Curran Chief Financial Officer | | | | $ | 900,000 | | | | | $ | 1,179,870 | | | | | $ | 41,779 | | | | | $ | 2,000,000 | | | | | $ | 4,121,649 | | |
David Farrell Chief Operating Officer | | | | $ | 787,500 | | | | | $ | 324,122 | | | | | $ | 12,296 | | | | | $ | | | | | $ | 1,123,918 | | |
Named Executive Officer | | | Company RSU Awards (Single Trigger) (#) | | | Company RSU Awards (Double Trigger) (#) | | | Total (#) | | |||||||||
TJ Parass | | | | | 182,525 | | | | | | 22,500 | | | | | | 205,025 | | |
John J. Curran | | | | | 161,448 | | | | | | 25,833 | | | | | | 187,281 | | |
David Farrell | | | | | 46,448 | | | | | | 5,000 | | | | | | 51,448 | | |
Name | | | Shares (#) | | | Exchangeable Shares (#) | | | RSUs (#) | | | Options (#) | | | Warrants (#) | | | Value ($) | | ||||||||||||||||||
Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TJ Parass | | | | | 146,429 | | | | | | 2,459,489 | | | | | | 356,379 | | | | | | — | | | | | | — | | | | | $ | 18,662,471 | | |
John J. Curran | | | | | 226,678 | | | | | | — | | | | | | 308,514 | | | | | | — | | | | | | — | | | | | $ | 3,371,710 | | |
David Farrell | | | | | 646,859 | | | | | | — | | | | | | 51,448 | | | | | | — | | | | | | — | | | | | $ | 4,399,334 | | |
Corry Flatt(1) | | | | | — | | | | | | 882,651 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,560,701 | | |
James Ha | | | | | 159,751 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | $ | 1,163,931 | | |
Justin Kerr | | | | | 39,667 | | | | | | — | | | | | | 71,951 | | | | | | — | | | | | | — | | | | | $ | 703,193 | | |
Craig Ross | | | | | 265,618 | | | | | | — | | | | | | 34,000 | | | | | | — | | | | | | — | | | | | $ | 1,887,593 | | |
Michael Duffy | | | | | 704,303 | | | | | | — | | | | | | 245,000 | | | | | | — | | | | | | 200,000 | | | | | $ | 6,092,609 | | |
Joel Mahoney | | | | | 775,649 | | | | | | — | | | | | | 10,875 | | | | | | — | | | | | | — | | | | | $ | 4,955,101 | | |
Omar Salaymeh | | | | | 115,677 | | | | | | 84,161 | | | | | | 35,258 | | | | | | 51,372 | | | | | | — | | | | | $ | 1,679,103 | | |
Jon C. Bourne | | | | | — | | | | | | — | | | | | | 20,782 | | | | | | — | | | | | | — | | | | | $ | 130,927 | | |
Katerina Goros | | | | | 1,016 | | | | | | — | | | | | | 4,803 | | | | | | — | | | | | | — | | | | | $ | 36,660 | | |
Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
William D. Green | | | | | 386,379 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 4,072,854 | | |
Harry L. You | | | | | 3,743,190 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,112 | | | | | $ | 25,220,764 | | |
Randolph L. Cowen | | | | | 68,559 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 544,887 | | |
Joseph M. Tucci | | | | | 318,979 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 3,648,234 | | |
Charles E. Wert | | | | | 122,557 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 885,074 | | |
Named Executive Officer and Title | | | Cash(1) | | | Equity(2) | | | Perquisites/ Benefits(3) | | | Other(4) | | | Total | | |||||||||||||||
TJ Parass Chief Executive Officer and President | | | | $ | 900,000 | | | | | $ | 1,291,657 | | | | | $ | 8,100 | | | | | $ | | | | | $ | 2,199,757 | | | |
John J. Curran Chief Financial Officer | | | | $ | 900,000 | | | | | $ | 1,179,870 | | | | | $ | 41,779 | | | | | $ | 2,000,000 | | | | | $ | 4,121,649 | | |
David Farrell Chief Operating Officer | | | | $ | 787,500 | | | | | $ | 324,122 | | | | | $ | 12,296 | | | | | $ | | | | | $ | 1,123,918 | | |
Named Executive Officer | | | Company RSU Awards (Single Trigger) (#) | | | Company RSU Awards (Double Trigger) (#) | | | Total (#) | | |||||||||
TJ Parass | | | | | 182,525 | | | | | | 22,500 | | | | | | 205,025 | | |
John J. Curran | | | | | 161,448 | | | | | | 25,833 | | | | | | 187,281 | | |
David Farrell | | | | | 46,448 | | | | | | 5,000 | | | | | | 51,448 | | |
Name | | | Shares (#) | | | Exchangeable Shares (#) | | | RSUs (#) | | | Options (#) | | | Warrants (#) | | | Value ($) | | ||||||||||||||||||
Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TJ Parass | | | | | 146,429 | | | | | | 2,459,489 | | | | | | 356,379 | | | | | | — | | | | | | — | | | | | $ | 18,662,471 | | |
John J. Curran | | | | | 226,678 | | | | | | — | | | | | | 308,514 | | | | | | — | | | | | | — | | | | | $ | 3,371,710 | | |
David Farrell | | | | | 646,859 | | | | | | — | | | | | | 51,448 | | | | | | — | | | | | | — | | | | | $ | 4,399,334 | | |
Corry Flatt(1) | | | | | — | | | | | | 882,651 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,560,701 | | |
James Ha | | | | | 159,751 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | $ | 1,163,931 | | |
Justin Kerr | | | | | 39,667 | | | | | | — | | | | | | 71,951 | | | | | | — | | | | | | — | | | | | $ | 703,193 | | |
Craig Ross | | | | | 265,618 | | | | | | — | | | | | | 34,000 | | | | | | — | | | | | | — | | | | | $ | 1,887,593 | | |
Michael Duffy | | | | | 704,303 | | | | | | — | | | | | | 245,000 | | | | | | — | | | | | | 200,000 | | | | | $ | 6,092,609 | | |
Joel Mahoney | | | | | 775,649 | | | | | | — | | | | | | 10,875 | | | | | | — | | | | | | — | | | | | $ | 4,955,101 | | |
Omar Salaymeh | | | | | 115,677 | | | | | | 84,161 | | | | | | 35,258 | | | | | | 51,372 | | | | | | — | | | | | $ | 1,679,103 | | |
Jon C. Bourne | | | | | — | | | | | | — | | | | | | 20,782 | | | | | | — | | | | | | — | | | | | $ | 130,927 | | |
Katerina Goros | | | | | 1,016 | | | | | | — | | | | | | 4,803 | | | | | | — | | | | | | — | | | | | $ | 36,660 | | |
Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
William D. Green | | | | | 386,379 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 4,072,854 | | |
Harry L. You | | | | | 3,743,190 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,112 | | | | | $ | 25,220,764 | | |
Randolph L. Cowen | | | | | 68,559 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 544,887 | | |
Joseph M. Tucci | | | | | 318,979 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,731,111 | | | | | $ | 3,648,234 | | |
Charles E. Wert | | | | | 122,557 | | | | | | — | | | | | | 17,931 | | | | | | — | | | | | | — | | | | | $ | 885,074 | | |
Named Executive Officer and Title | | | Cash(1) | | | Equity(2) | | | Perquisites/ Benefits(3) | | | Other(4) | | | Total | | |||||||||||||||
TJ Parass Chief Executive Officer and President | | | | $ | 900,000 | | | | | $ | 1,291,657 | | | | | $ | 8,100 | | | | | $ | | | | | $ | 2,199,757 | | | |
John J. Curran Chief Financial Officer | | | | $ | 900,000 | | | | | $ | 1,179,870 | | | | | $ | 41,779 | | | | | $ | 2,000,000 | | | | | $ | 4,121,649 | | |
David Farrell Chief Operating Officer | | | | $ | 787,500 | | | | | $ | 324,122 | | | | | $ | 12,296 | | | | | $ | | | | | $ | 1,123,918 | | |
Named Executive Officer | | | Company RSU Awards (Single Trigger) (#) | | | Company RSU Awards (Double Trigger) (#) | | | Total (#) | | |||||||||
TJ Parass | | | | | 182,525 | | | | | | 22,500 | | | | | | 205,025 | | |
John J. Curran | | | | | 161,448 | | | | | | 25,833 | | | | | | 187,281 | | |
David Farrell | | | | | 46,448 | | | | | | 5,000 | | | | | | 51,448 | | |
| | Amount and Nature of Beneficial Ownership(1) | | | Amount and Nature of Beneficial Ownership(1) | | ||||||||||||||||||||
Name and Address of Beneficial Owner(2) | | Shares(3) | | Percent of Class | | | Shares(3) | | Percent of Class | | ||||||||||||||||
Harry L. You(3)(4) | | | | 6,567,175 | | | | | 10.6% | | | | | | 6,567,175 | | | | | 10.5% | | | ||||
William D. Green(3)(5) | | | | 3,117,490 | | | | | 5.0% | | | | | | 3,117,490 | | | | | 5.0% | | | ||||
Joseph M. Tucci(3)(5) | | | | 3,050,090 | | | | | 4.9% | | | | | | 3,050,090 | | | | | 4.9% | | | ||||
TJ Parass(6) | | | | 2,757,273 | | | | | 4.4% | | | | | | 2,757,273 | | | | | 4.4% | | | ||||
David Farrell | | | | 646,859 | | | | | 1.1% | | | | | | 646,859 | | | | | 1.1% | | | ||||
John J. Curran(7) | | | | 347,911 | | | | | * | | | | | | 347,911 | | | | | * | | | ||||
Charles Wert | | | | 122,557 | | | | | * | | | | | | 122,557 | | | | | * | | | ||||
Randolph Cowen | | | | 68,559 | | | | | * | | | | | | 68,559 | | | | | * | | | ||||
All current executive officers and directors as a group (16 individuals) | | | | 18,955,948 | | | | | 26.9% | | | | | | 18,955,948 | | | | | 26.7% | | | ||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | ||||
Conifer Management, L.L.C. (8) Conifer Capital Management, LLC 9 West 57th Street, Suite 5000 New York, NY 10019-2701 | | | | 5,876,987 | | | | | 9.9% | | | | | | 5,876,987 | | | | | 9.8% | | | ||||
Andreas Bechtolsheim c/o Arista Networks Attn: Andreas Bechtolsheim 5453 Great America Parkway Santa Clara, CA 95054-3645 | | | | 5,000,000 | | | | | 8.4% | | | | | | 5,000,000 | | | | | 8.4% | | | ||||
Beryl Capital Management LLC (9) 1611 South Catalina Avenue, Suite 309 Redondo Beach, CA 90277 | | | | 4,680,660 | | | | | 7.9% | | | | | | 4,680,660 | | | | | 7.8% | | | ||||
Terrapin Station LLC 118 Huntington Ave., Apt. 2102 Boston, MA 02116 | | | | 3,517,084 | | | | | 5.9% | | | | | | 3,517,084 | | | | | 5.9% | | |
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| | | | A-1 | | | |
| | | | A-1-1 | | |
| | | | GTY TECHNOLOGY HOLDINGS INC. | | |||
| | | | By: | | | /s/ TJ Parass Name: TJ Parass | |
| | | | | | | Title: Chief Executive Officer and President | |
| | | | GI GEORGIA MIDCO INC. | | |||
| | | | By: | | | /s/ Travis Pearson Name: Travis Pearson | |
| | | | | | | Title: President | |
| | | | GI GEORGIA MERGER SUB INC. | | |||
| | | | By: | | | /s/ Travis Pearson Name: Travis Pearson | |
| | | | | | | Title: President | |
Terms | | | Section | |
ACA | | | 3.1(h)(vii) | |
Acceptable Confidentiality Agreement | | | 4.2(c) | |
Acquisition Proposal | | | 4.2(h) | |
Action | | | 3.1(g)(i) | |
Affiliate | | | 3.1(a) | |
Agreement | | | Preamble | |
Alternative Acquisition Agreement | | | 4.2(b) | |
Antitrust Laws | | | 3.1(d)(i) | |
Applicable Date | | | 3.1(i)(i) | |
Articles of Merger | | | 1.3 | |
Authorization Letters | | | 4.15(b) | |
Bankruptcy and Equity Exception | | | 3.1(c)(i) | |
Book-Entry Shares | | | 2.1(a) | |
business day | | | 1.2 | |
Business Day | | | 1.2 | |
By-laws | | | 1.5 | |
CallCo | | | 2.5(a) | |
Cash Replacement Award | | | 2.3(b) | |
Certificates | | | 2.1(a) | |
Change | | | 3.1(a) | |
Change of Recommendation | | | 4.2(c) | |
Charter | | | 1.5 | |
Claim | | | 3.2(h) | |
Closing | | | 1.2 | |
Closing Date | | | 1.2 | |
Code | | | 3.1(h)(iii) | |
Company | | | Preamble | |
CityBase Earn-out Obligation | | | 3.1(w) | |
Company Approvals | | | 3.1(d)(i) | |
Company Benefit Plans | | | 3.1(h)(i) | |
Company Board | | | Recitals | |
Company Disclosure Letter | | | 3.1 | |
Company Government Contract | | | 3.1(t) | |
Company Government Subcontract | | | 3.1(t) | |
Company Intellectual Property | | | 3.1(n)(ii) | |
Company Material Adverse Change | | | 3.1(a) | |
Company Material Contract | | | 3.1(q)(i)(O) | |
Company Material Contracts | | | 3.1(q)(i)(O) | |
Company Non-Recourse Parties | | | 6.5(b) | |
Company Qualifying Transaction | | | 6.5(b)(i) | |
Terms | | | Section | |
Company Recommendation | | | Recitals | |
Company Reports | | | 3.1(e)(i) | |
Company Requisite Vote | | | 3.1(c)(i) | |
Company Termination Fee | | | 6.5(b) | |
Confidentiality Agreement | | | 4.6 | |
Contract | | | 3.1(d)(ii) | |
Control | | | 3.1(a) | |
Controlled By | | | 3.1(a) | |
COVID-19 | | | 3.1(a) | |
COVID-19 Measures | | | 3.1(a) | |
Credit Suisse | | | 3.1(c)(iii) | |
D&O Insurance | | | 4.11(b) | |
Debt | | | 3.2(h) | |
Debt Commitment Letter | | | 7.16 | |
Debt Financing | | | 4.15(b) | |
Debt Financing Sources | | | 4.15(b) | |
Definitive Agreements | | | 4.15(b) | |
Dissenting Shares | | | 2.1(d) | |
Dollars | | | 7.13(a) | |
Earn-Out Obligations | | | 3.1(w) | |
eCivis Earn-out Obligation | | | 3.1(w) | |
Effective Time | | | 1.3 | |
Enforcement Costs | | | 6.5(d) | |
Environmental Law | | | 3.1(k) | |
ERISA | | | 3.1(h)(i) | |
Equity Commitment Letter | | | 3.2(e)(i) | |
Equity Investor | | | 3.2(e)(i) | |
Equity Investors | | | 3.2(e)(i) | |
Exchange Fund | | | 2.2(a) | |
Exchangeco 1 | | | 2.5(a) | |
Exchangeco 1 Book-Entry Shares | | | 2.5(a) | |
Exchangeco 1 Certificates | | | 2.5(a) | |
Exchangeco 1 Share | | | 2.5(a) | |
Exchangeco 2 | | | 2.5(b) | |
Exchangeco 2 Book-Entry Shares | | | 2.5(b) | |
Exchangeco 2 Certificates | | | 2.5(b) | |
Exchangeco 2 Shares | | | 2.5(b) | |
Excluded Share | | | 2.1(b) | |
Excluded Shares | | | 2.1(b) | |
Existing Credit Agreement | | | 4.15(b) | |
Financing | | | 3.2(e)(i) | |
GAAP | | | 3.1(a)(G) | |
Government Antitrust Entity | | | 4.5(b)(ii) | |
Terms | | | Section | |
Governmental Consents | | | 5.1(b) | |
Governmental Entity | | | 2.2(d) | |
Governmental Order | | | 3.1(a) | |
Governmental Rule | | | 3.1(t)(vi) | |
Guarantee | | | Recitals | |
Guarantor | | | Recitals | |
Guarantors | | | Recitals | |
Hazardous Substance | | | 3.1(k) | |
HSR Act | | | 3.1(d)(i) | |
Incentive Plan | | | 2.3(a) | |
Indemnified Parties | | | 4.11(a) | |
Indemnified Party | | | 4.11(a) | |
Insurance Policies | | | 3.1(p) | |
Intellectual Property | | | 3.1(n) | |
International Trade Laws | | | 3.1(i)(ii) | |
Intervening Event | | | 4.2(j) | |
Investment Canada Act | | | 3.1(x) | |
IRS | | | 3.1(a) | |
ITA | | | 3.1(h)(iv) | |
IT Assets | | | 3.1(n) | |
Knowledge | | | 3.1(g); 3.2 | |
Laws | | | 3.1(i)(i) | |
Leased Real Property | | | 3.1(r)(i) | |
Licenses | | | 3.1(i)(iv) | |
Lien | | | 3.1(b)(ii) | |
Made Available | | | 7.13(a) | |
Massachusetts Secretary of State | | | 1.3 | |
Material Customers | | | 3.1(u) | |
Material Intellectual Property | | | 3.1(n)(i) | |
Material Suppliers | | | 3.1(u) | |
MBCA | | | 1.1 | |
Merger | | | Recitals | |
Merger Amounts | | | 3.2(e)(iii) | |
Merger Sub | | | Preamble | |
NASDAQ | | | 3.1(d)(i) | |
Non-Recourse Affiliates | | | 7.15 | |
Non-U.S. Plan | | | 3.1(h)(iv) | |
OFAC | | | 3.1(i)(ii) | |
Open Source Software | | | 3.1(n) | |
Option Consideration | | | 2.3(a) | |
Order | | | 5.1(c) | |
Ordinary Course of Business | | | 7.13(a) | |
Outside Date | | | 6.2(a) | |
Terms | | | Section | |
Parent | | | Preamble | |
Parent Approvals | | | 3.2(c)(i) | |
Parent Benefit Plan | | | 4.9(b) | |
Parent Disclosure Letter | | | 3.2 | |
Parent Non-Recourse Parties | | | 6.5(b) | |
Parent Termination Fee | | | 6.5(c) | |
Paying Agent | | | 2.2(a) | |
Payoff Letters | | | 4.15(b) | |
Pension Plan | | | 3.1(h)(iii) | |
Per Share Merger Consideration | | | 2.1(a) | |
Permitted Liens | | | 3.1(r)(ii) | |
Permitted Tax Liens | | | 3.1(l)(iv) | |
Person | | | 2.2(d) | |
Personal Data | | | 3.1(o) | |
Present Fair Salable Value | | | 3.2(h) | |
Privacy Obligations | | | 3.1(o) | |
Process | | | 3.1(o) | |
Processing | | | 3.1(o) | |
Proxy Statement | | | 4.3(a) | |
Real Property Leases | | | 3.1(r)(i) | |
Representatives | | | 3.1(y) | |
Restricted Stock Unit | | | 2.3(b) | |
RSU Consideration | | | 2.3(b) | |
Sanctioned Country | | | 3.1(i)(v) | |
Sanctioned Person | | | 3.1(i)(v) | |
Sanctions | | | 3.1(i)(v) | |
SEC | | | 3.1 | |
Securities Act | | | 3.1(e)(i) | |
Security Breach | | | 3.1(o) | |
Sensitive Data | | | 3.1(o) | |
Share | | | 2.1(a) | |
Shares | | | 2.1(a) | |
Software | | | 3.1(n) | |
Solvency | | | 3.2(h) | |
Solvent | | | 3.2(h) | |
SOX | | | 3.1(e)(i) | |
Stock Option | | | 2.3(a) | |
Shareholders Meeting | | | 4.4 | |
Subsidiary | | | 3.1(a) | |
Superior Proposal | | | 4.2(i) | |
Surviving Corporation | | | 1.1 | |
Surviving Corporaiton Shares | | | 2.1(c) | |
Takeover Statute | | | 3.1(j) | |
Terms | | | Section | |
Tax | | | 3.1(l) | |
Tax Authority | | | 3.1(l) | |
Tax Return | | | 3.1(l) | |
Taxes | | | 3.1(l) | |
Transaction Litigation | | | 4.19 | |
Under Common Control With | | | 3.1(a) | |
Unvested RSU | | | 2.3(b) | |
U.S. Plan | | | 3.1(h)(iv) | |
Vested RSU | | | 2.3(b) | |
Voting Agreement | | | Recitals | |
Warrant | | | 2.4 | |
Warrant Agreement | | | 2.4 | |
Willful Breach | | | 6.5(a) | |
| WITHOUT PAR VALUE | | | WITH PAR VALUE | | |||||||||||||||
| TYPE | | | NUMBER OF SHARE | | | TYPE | | | NUMBER OF SHARE | | | PAR VALUE | | ||||||
| | | | | | | Common | | | | | 400,000,000 | | | | | $ | 0.0001 | | |
| | | | | | | Preferred | | | | | 25,000,000 | | | | | $ | 0.0001 | | |
| ![]() | | | CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue Phone 1 212 325 2000 New York, NY 10010-3629 www.credit-suisse.com | |
| | | | Very truly yours, | |
| | | | /s/ CREDIT SUISSE SECURITIES (USA) LLC CREDIT SUISSE SECURITIES (USA) LLC | |