| Item 1.01. | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On January 6, 2022, Alteryx, Inc., a Delaware corporation (“Alteryx”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alteryx Thunder Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Alteryx (“Merger Sub”), Trifacta Inc., a Delaware corporation (“Trifacta”), and Shareholder Representative Services LLC, as representative of the Trifacta securityholders.
Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Trifacta (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and Trifacta will become a direct wholly owned subsidiary of Alteryx. Upon consummation (the “Closing”) of the Merger, all outstanding shares of Trifacta capital stock, options and warrants to purchase Trifacta capital stock will be cancelled in exchange for $400.0 million in cash to existing Trifacta securityholders, subject to customary adjustments for working capital, transaction expenses, cash and indebtedness. In addition, Alteryx has established a retention pool in an aggregate amount of approximately $75.0 million in the form of restricted stock units covering shares of Alteryx Class A common stock that will be granted to certain Trifacta employees under Alteryx’s 2017 Equity Incentive Plan in accordance with the terms of the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants by Alteryx and Trifacta. A portion of the aggregate consideration will be held in escrow to secure the indemnification obligations of the Trifacta securityholders. The Closing of the Merger is subject to customary closing conditions, including regulatory approvals. The Merger Agreement also provides customary termination rights to each of the parties. The Merger is anticipated to close later in the quarter ending March 31, 2022.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to Alteryx’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
Press Release
On January 6, 2022, Alteryx issued a press release announcing the execution of the Merger Agreement (the “Press Release”) and a corresponding investor presentation (“Investor Presentation”) regarding the Merger. The Press Release and Investor Presentation are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively.
| Item 2.02. | Results of Operations and Financial Condition. |
On January 6, 2022, in connection with the announcement of Alteryx’s entry into the Merger Agreement described in Item 1.01 of this Current Report on Form 8-K, Alteryx issued a Press Release that, among other things, updated the guidance previously provided by Alteryx on November 2, 2021 with respect to revenue for the quarter ended December 31, 2021 and annual recurring revenue (“ARR”) as of December 31, 2021. As of the date of this Current Report on Form 8-K, revenue and ARR for the quarter ended December 31, 2021 are now expected to be at or above the high end of the previously issued guidance of $163 million to $168 million for revenue and $635 million in ARR.
