Subsequent Events | Note 4 Subsequent Events On October 25, 2021, the Company completed its IPO of 21,562,500 shares of its Class A common stock, $0.001 par value per share, at an offering price of $17.00 per share. The Company received net proceeds from the IPO of approximately $267.7 million, after deducting underwriting discounts and commissions and estimated offering expenses, of which (i) $179.8 million was used to acquire 11,312,499 newly-issued Common Units from the LLC, which the LLC in turn used (a) to repay outstanding indebtedness under its credit facility, totaling approximately $98.8 million in aggregate principal amount, and resulting in a loss from early extinguishment of debt of $1.2 million, (b) to satisfy approximately $16.0 million of tax withholding obligations for federal payroll taxes arising with respect to obligations to issue Class A common stock to former holders of Award Units under the LLC’s former Change in Control Bonus plan, and (c) the remaining for general corporate purposes, and (ii) approximately $87.8 million to purchase 5,526,608 Common Units from the Company’s Pre-IPO Common Unitholders. The Company is now a publicly traded company whose Class A common stock is traded on the New York Stock Exchange under the ticker symbol “ENFN”. Prior to the completion of the IPO, the LLC and certain of its subsidiaries consummated an internal reorganization. In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Reorganization Transactions”). The Reorganization Transactions included: ● The Amended and Restated Operating Agreement of Enfusion Ltd. LLC (the “LLC Operating Agreement”) was amended and restated to, among other things, modify its capital structure by reclassifying each of the outstanding units into a new class of LLC interests (or “Common Units”); ● Pursuant to the adoption of the LLC Operating Agreement, Enfusion US-1, Inc., a newly-formed wholly owned subsidiary of Enfusion, Inc., was appointed the sole managing member of Enfusion Ltd. LLC; ● The certificate of incorporation of Enfusion, Inc. was amended and restated to, among other things, provide for 1,000,000,000 authorized shares of Class A common stock and 150,000,000 authorized shares of Class B common stock; ● The issuance of 21,562,500 shares of the Company’s Class A common stock, including the exercise in full of the underwriters’ option to purchase up to an additional 2,812,500 shares of Class A common stock, to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and commissions payable by the Company, of approximately $267.7 million; ● The issuance of 52,997,579 shares of the Company’s Class B common stock to the Pre-IPO Common Unitholders, which is equal to the number of Common Units held directly or indirectly by such Pre-IPO Common Unitholders immediately following the Reorganization Transactions, for nominal consideration; ● Pursuant to the LLC Operating Agreement, the Pre-IPO Common Unitholders were entitled to exchange Common Units for shares of Class A common stock on a one -for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of the Company’s Class A common stock in such public offering or private sale). The Pre-IPO Common Unitholders were also required to deliver to us an equivalent number of shares of Class B common stock to effectuate such an exchange. 5,526,608 shares of Class B common stock were delivered and canceled; ● The acquisition of 48,744,182 shares of the Company’s Class A common stock and an equal number of Common Units by Pre-IPO Shareholders through certain restructuring transactions in exchange for their ownership interests in the Blocker Companies and Enfusion Inc.; ● The creation of the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”), under which the Company has reserved 26,400,000 shares of Class A common stock for future issuance, which includes: o approximately 16,655,704 shares of Class A common stock that will be issued to current service providers under the 2021 Plan between the first and second anniversaries of the effectiveness of the registration statement for the IPO to (i) former participants in the Change in Control Bonus Plan, which terminated in connection with the IPO and (ii) a non-executive employee in exchange for termination of an agreement pursuant to which such employee was previously entitled to receive a percentage of the Company’s annual net profit and a cash payment upon the earlier of the employee’s termination of employment or a liquidity event; and o approximately 2,816,951 restricted stock units, which settle in shares of Class A common stock, that were issued to certain employees under the Company’s 2021 Plan; ● Further, the Company will issue approximately 2,666,303 shares of Class A common stock to former service providers between the first and second anniversaries of the effectiveness of the registration statement for the IPO. ● The creation of the Company’s 2021 Employee Stock Purchase Plan, under which the Company has reserved 150,000 shares of Class A common stock for future issuance, as well as any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance; and ● Entering into a Tax Receivable Agreement with certain of the Company’s pre-IPO owners that provides for the payment by Enfusion, Inc. to such pre-IPO owners of 85% of the benefits, if any, that Enfusion, Inc. actually realizes, or is deemed to realize (calculated using certain assumptions) as a result of (i) existing tax basis acquired in the IPO, (ii) increases in existing tax basis and adjustments to the basis of the intangible and intangible assets of Enfusion Ltd. LLC as a result of sales or exchanges (or deemed exchanges) of Common Units for shares of Class A common stock or distributions (or deemed distributions) with respect to Common Units after the IPO, (iii) Enfusion, Inc.’s utilization of certain tax attributes of the Blocker Companies, and (iv) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Enfusion, Inc. will retain the benefit of the remaining 15% of the tax savings. The amount of existing tax basis acquired in the IPO was approximately $110.7 million. If all of the Pre-IPO Common Unitholders were to exchange or sell to us all of their Common Units, we would recognize a deferred tax asset of approximately $408.9 million and a liability under the Tax Receivable Agreement of approximately $347.6 million, assuming: (i) all exchanges or purchases occurred on the same day, (ii) a price of $17 per share, which was the public offering price per share of Class A common stock in the IPO, (iii) a constant corporate tax rate of 32.0% ; (iv) that we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law.. With the Reorganization Transactions and IPO executed, Enfusion, Inc. now manages and operates the business and controls the strategic decisions and day-to-day operations of Enfusion Ltd. LLC and also has a substantial financial interest in Enfusion Ltd. LLC. As such, Enfusion, Inc. will consolidate the financial results of Enfusion Ltd. LLC, and a portion of Enfusion, Inc.’s net income will be allocated to noncontrolling interests to reflect the entitlement of the Pre-IPO Common Unitholders to a portion of Enfusion Ltd. LLC’s net income. |