Item 8.01 Other Events.
As of August 11, 2022, SailPoint Technologies Holdings, Inc. ("SailPoint" or the
"Company") has received all regulatory approvals required in connection with the
previously announced Agreement and Plan of Merger (the "Merger Agreement"),
dated April 10, 2022, by and among the Company, SailPoint Intermediate Holdings
III, LP (f/k/a Project Hotel California Holdings, LP), a Delaware limited
partnership ("Parent"), and Project Hotel California Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will merge with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly owned subsidiary of
Parent. Parent and Merger Sub are affiliates of funds advised by Thoma Bravo,
L.P. ("Thoma Bravo").
The receipt of all regulatory approvals represents the last of the closing
conditions under the Merger Agreement to be satisfied. SailPoint expects the
Merger to close on August 16, 2022, or as soon as possible thereafter.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. These
forward-looking statements are based on SailPoint's current expectations,
estimates and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by SailPoint and Thoma Bravo,
all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including obtaining
anticipated tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and management
strategies for the management, expansion and growth of SailPoint's business and
other conditions to the completion of the transaction; (ii) the impact of
the COVID-19 pandemic on SailPoint's business and general economic conditions;
(iii) SailPoint's ability to implement its business strategy; (iv) significant
transaction costs associated with the proposed transaction; (v) potential
litigation relating to the proposed transaction; (vi) the risk that disruptions
from the proposed transaction will harm SailPoint's business, including current
plans and operations; (vii) the ability of SailPoint to retain and hire key
personnel; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transaction; (ix) legislative, regulatory and economic developments affecting
SailPoint's business; (x) general economic and market developments and
conditions; (xi) the evolving legal, regulatory and tax regimes under which
SailPoint operates; (xii) potential business uncertainty, including changes to
existing business relationships, during the pendency of the merger that could
affect SailPoint's financial performance; (xiii) restrictions during the
pendency of the proposed transaction that may impact SailPoint's ability to
pursue certain business opportunities or strategic transactions; and
(xiv) unpredictability and severity of catastrophic events, including, but not
limited to, acts of terrorism or outbreak of war or hostilities, as well as
SailPoint's response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed transaction, are more fully
discussed in the Definitive Proxy Statement filed with the Securities and
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Exchange Commission in connection with the proposed transaction. While the list
of factors presented here is, and the list of factors presented in the
Definitive Proxy Statement are, considered representative, no such list should
be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on SailPoint's financial
condition, results of operations, or liquidity. SailPoint does not assume any
obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws.
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