Progress Software Files 8-K with Material Agreement Details

Ticker: PRGS · Form: 8-K · Filed: Sep 9, 2024 · CIK: 876167

Sentiment: neutral

Topics: material-agreement, financial-results, sec-filing

Related Tickers: PRGS

TL;DR

PRGS filed an 8-K for a new material agreement - watch for financial impact.

AI Summary

On September 9, 2024, Progress Software Corp. (PRGS) filed an 8-K detailing a material definitive agreement. The filing also includes results of operations and financial condition, along with Regulation FD disclosures and financial statements. Specific details regarding the agreement, financial results, or dollar amounts were not immediately available in the provided text.

Why It Matters

This filing indicates a significant new agreement for Progress Software, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant financial and operational risks or opportunities, requiring careful analysis of the agreement's terms.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement filed by Progress Software?

The filing indicates the entry into a material definitive agreement, but the specific terms and nature of this agreement are not detailed in the provided text.

When was this 8-K filing submitted?

The 8-K filing was submitted on September 9, 2024.

What other information is included in this 8-K filing besides the material agreement?

The filing also includes results of operations and financial condition, Regulation FD disclosures, and financial statements and exhibits.

What is Progress Software's principal executive office address?

Progress Software's principal executive office is located at 15 Wayside Road, Suite 400, Burlington, Massachusetts 01803.

What is the fiscal year end for Progress Software?

Progress Software's fiscal year ends on November 30 (1130).

Filing Stats: 1,554 words · 6 min read · ~5 pages · Grade level 13.1 · Accepted 2024-09-09 06:00:55

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2024, Progress Software Corporation ("Progress") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Cloud Software Group, Inc., a Delaware corporation (the "Seller"), pursuant to which Progress has agreed to acquire substantially all of the assets and assume certain of the liabilities that collectively comprise ShareFile, a business unit of the Seller, that provides leading collaboration software for document-centric use cases ("ShareFile"). The transactions contemplated by the Purchase Agreement are collectively referred to as the "Transaction". At the closing of the Transaction (the "Closing"), Progress will acquire ShareFile for an aggregate purchase price of approximately $875 million, subject to a $25 million working capital credit (the "Purchase Price"). The Purchase Price will be paid for with a combination of cash and an existing revolving credit facility. Each of Progress and the Seller have made customary representations, warranties and covenants in connection with the Transaction. The obligations of Progress and the Seller to consummate the Transaction are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. There is no financing condition to consummate the Transaction. The Purchase Agreement also provides each of Progress and the Seller with customary termination rights. The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement contains representations and warranties that the parties made to each other as of specifi

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On September 9, 2024, Progress issued a press release (the "Press Release"), which provided an update on its previously issued guidance for the third quarter of 2024. Progress will discuss full financial results of its third quarter on a conference call on September 24, 2024. The Press Release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information set forth in or incorporated by reference into this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Press Release also announced the execution of the Purchase Agreement and Progress' plans to suspend its quarterly cash dividend. The Press Release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that will be used by Progress in connection with an investor call taking place on September 9, 2024, at 8:00 a.m. Eastern time. An audio recording of the investor call and a copy of the investor presentation will be made available on the Investor Relations page of Progress' website. The information set forth in or incorporated by reference into this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration in such filing. Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like "believe," "may," "could," "would," "might," "should," "expect," "intend," "plan," "target," "anticipate" and "continue," the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding Progress' ability to consummate the Transaction. Risks, uncertainties and other important factors that could cause actual results to differ from those

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, dated as of September 9, 2024, by and between Cloud Software Group, Inc. and Progress Software Corporation* 99.1 Press Release, dated September 9, 2024 99.2 Investor Presentation, dated September 9, 2024 104 Cover Page Interactive Data file (embedded within the Inline XBRL document) * The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request by the Commission.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 9, 2024 Progress Software Corporation By: /s/ YUFAN STEPHANIE WANG YuFan Stephanie Wang Chief Legal Officer and Secretary

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