Item 8.01. Other Events.
On February 28, 2023, Duck Creek Technologies, Inc., a Delaware corporation
("Duck Creek" or the "Company"), filed a Proxy Statement on Schedule 14A (the
"Proxy Statement") with the Securities and Exchange Commission ("SEC") in
connection with the Agreement and Plan of Merger (as it may be amended from time
to time, the "Merger Agreement"), dated January 8, 2023, by and among the
Company, Disco Parent, LLC, a Delaware limited liability company ("Parent"), and
Disco Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), providing for the acquisition of the Company by
affiliates of Vista Equity Partners, LLC. Pursuant to the terms of the Merger
Agreement, Merger Sub will merge with and into the Company (the "Merger"), and
the Company will become a wholly owned subsidiary of Parent. The special
meeting of Duck Creek stockholders (the "Special Meeting") will be held
virtually on March 28, 2023, at 9:00 a.m., Eastern Time, to act on the proposal
to adopt the Merger Agreement, as disclosed in the Proxy Statement.
On February 17, 2023, February 22, 2023, February 23, 2023, February 28, 2023,
March 2, 2023 and March 6, 2023, complaints were filed (the "Complaints")
alleging, among other things, that the preliminary proxy statement filed with
the SEC on February 16, 2023 (the "Preliminary Proxy Statement"), and/or the
Proxy Statement omitted material information that rendered those documents
incomplete or misleading. The lawsuits, each filed by a purported stockholder
of Duck Creek in an individual capacity and/or on behalf of all others similarly
situated, were filed in federal court and are captioned O'Dell v. Duck Creek
Techs., Inc., et al., C.A. No. 23-cv-01393 (S.D.N.Y. Feb. 17, 2023); Reddiar v.
Duck Creek Techs., Inc., et al., C.A. No. 23-cv-01449 (S.D.N.Y. Feb. 22, 2023);
Dangerfield v. Duck Creek Techs., et al., C.A. No. 23-cv-01483 (S.D.N.Y. Feb.
22, 2023); Powell v. Duck Creek Techs., et al., C.A. No. 23-cv-01526 (S.D.N.Y.
Feb. 23, 2023); Bushansky v. Duck Creek Techs., et al., C.A. No. 23-cv-01733
(S.D.N.Y. Feb. 28, 2023); Finger v. Duck Creek Techs., et al., C.A. No.
23-cv-01808 (S.D.N.Y. Mar. 2, 2023); Morgan v. Duck Creek Techs., et al., C.A.
No. 23-cv-00233 (D. Del. Mar. 2, 2023); and Thompson v. Duck Creek Techs., et
al., C.A. No. 23-cv-01926 (S.D.N.Y. Mar. 6, 2023). As a result of the alleged
omissions, one or more of the lawsuits seek to hold Duck Creek and/or its
directors liable for violating Sections 14(a) and/or 20(a) of the Securities
Exchange Act of 1934, as amended, as well as Rule 14a-9 promulgated thereunder,
and/or for breaching their fiduciary duty. The relief sought in one or more of
the Complaints includes enjoining the consummation of the Merger unless and
until the defendants disclose certain allegedly material information,
rescinding, to the extent already implemented, the Merger Agreement or any of
the terms thereof, granting rescissory damages, directing the defendants to
disseminate a proxy statement that does not contain any untrue statements of
material fact and that states all required or necessary material facts,
directing the defendants to account for all alleged damages suffered as a result
of the defendants' alleged wrongdoing, declaring that defendants violated
securities laws and their fiduciary duties and awarding the plaintiffs their
respective costs and disbursements, including reasonable attorneys' and experts'
fees and expenses.
On February 23, 2023, February 24, 2023, February 28, 2023, March 6, 2023, March
10, 2023 and March 14, 2023, Kimberly Powell, Matthew Whitfield, Marc Waterman,
John McQuaid, Munawer Bukkapatnam and Christopher Jones and Evren Uger,
purported stockholders of Duck Creek, sent demand letters to Duck Creek (the
"demand letters"). One or more of the demand letters alleged that the (i)
Preliminary Proxy Statement and Proxy Statement omitted material information
that rendered it false and misleading or otherwise had disclosure deficiencies
in violation of federal securities laws and (ii) Company's board of directors
(the "Board of Directors") breached their fiduciary duties under Delaware law.
The demand letters demand corrective disclosure to the Proxy Statement.
Duck Creek believes that the claims brought in the Complaints and the demand
letters are without merit and that no supplemental disclosure is required under
applicable laws. However, in order to reduce the risk of the Complaints or
demand letters delaying or adversely affecting the transactions contemplated by
the Merger Agreement and to minimize the costs, risks and uncertainties inherent
in litigation, and without admitting any liability or wrongdoing, Duck Creek has
determined to voluntarily supplement the Proxy Statement by providing the
additional information presented below in this Current Report on Form 8-K.
Nothing in this Current Report on Form 8-K shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the supplemental
disclosures set forth herein. To the contrary, the Company specifically takes
the position that no further disclosure of any kind was or is required to
supplement the Proxy Statement under applicable laws.
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Supplemental Disclosure to the Proxy Statement
The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the Proxy Statement
and should be reviewed in conjunction with the disclosures contained in the
Proxy Statement, which in turn should be carefully read in its entirety. To the
extent information set forth in the supplemental disclosures differs from or
updates information contained in the Proxy Statement, the information in this
Current Report on Form 8-K shall supersede the applicable information contained
in the Proxy Statement. All page references are to the Proxy Statement, and
capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Proxy Statement.
1. The disclosure in the sixth full paragraph on page 31 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined):
On October 6, 2022, Mr. Jackowski held a meeting with representatives of Vista,
which was arranged by J.P. Morgan further to the instructions provided by the
Transaction Committee, during which they discussed the insurance software
industry generally, and potential opportunities for Vista and the Company to
work together. No terms of a potential transaction were discussed.
2. The disclosure in the first full paragraph on page 34 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined):
At this meeting, Mr. Jackowski also updated the Board on the continuing work by
Company management to use the draft long-range plan to develop the Stand-Alone
Projections (as defined in the section entitled ''The Merger-Forecasts''
beginning on page 68 of this Proxy Statement). The Board discussed and provided
input on the draft Stand-Alone Projections, asked for more detail in various
areas, including Company management's assumptions regarding bookings,
international expansion and operating expenses, and instructed Company
management to prepare and circulate a further revised draft of the Stand-Alone
Projections incorporating the Board's input in advance of the next meeting of
the Board, scheduled for December 4, 2022.
3. The disclosure in the second full paragraph on page 34 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined and
the stricken text removed):
On December 4, 2022, the Board held a meeting with all members of the Board and
representatives of J.P. Morgan and Skadden in attendance. The Board reviewed
with Company management the further revised draft of the Stand-Alone
Projections. Mr. Jackowski noted that Company management had refined its
assumptions with respect to bookings and international expansion and included
additional detail on operating expenses and Mr. Rhodes reviewed the other
assumptions that had been made in the current draft based on the Board's
questions and comments at its prior meeting. Mr. Jackowski reviewed certain
metrics with the Board, including 2022 revenue of the Company, the Company's
estimated 2023 revenue, and how revenue and Adjusted EBITDA in 2022 and
estimated revenue and Adjusted EBITDA for 2023 compared with models prepared by
the Company in connection with its IPO. The Board requested additional detail
and comparisons from Company management to review before approving the draft
Stand-Alone Projections. At the meeting, J.P. Morgan representatives reviewed
with the Board the status of the outreaches to potential counterparties. Skadden
representatives further discussed with the Board certain procedural protections
the Board could consider if an Apax fund, with the approval of the Apax
investment committee determined it were interested in investing in a buyer group
for a strategic transaction.
4. The disclosure in the fifth full paragraph on page 37 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined):
On December 15, 2022, Vista submitted a written, non-binding, preliminary
indication of interest for a strategic transaction involving the Company,
including a preliminary offer price range of $16.00-$18.00 per share of Duck
Creek Common Stock, in cash. This preliminary indication of interest expressly
stated that Vista's proposal was not contingent on any individual signing an
employment agreement prior to closing.
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5. The supplemental disclosure below is added immediately after the first full
paragraph on page 39 of the Proxy Statement:
During this meeting on December 20, 2022, Paul, Weiss representatives informed
the Special Committee that Accenture plc's legal counsel confirmed to Paul,
Weiss that (i) neither Accenture plc nor its legal counsel intended to have any
communication with Mr. Nicoll regarding the Company's exploration of a strategic
transaction, and that (ii) Mr. Nicoll would continue to be screened from any
voting decision made by Accenture plc with respect to a transaction involving
the Company.
6. The disclosure in the fifth full paragraph on page 40 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined):
On January 3, 2023, the Special Committee held a meeting with all members of the
Special Committee and representatives of Evercore, J.P. Morgan and Paul, Weiss
in attendance. At that meeting, representatives of Evercore and J.P. Morgan
reviewed with the Special Committee the outreach made to date to potential
counterparties to a strategic transaction and the status of discussions with
those potential counterparties, including the indications of interest received,
the parties' progress in conducting due diligence, Vista's inquiry regarding the
competitiveness of its preliminary indication of interest, and J.P. Morgan's
response to Vista's inquiry. As of the time of this meeting, 24 potential
counterparties had been contacted during the process, including 18 financial
parties (including four with ownership of portfolio companies in the same
industry as the Company) and six strategic parties. Of those, 13 potential
counterparties had declined to continue with an evaluation of a strategic
transaction, five potential counterparties showed an interest in a potential
transaction but were not actively engaged in due diligence with the Company, and
six potential counterparties were actively engaged in due diligence with the
Company, all of which were financial parties (and in some cases, together with
their portfolio companies). The Special Committee discussed with representatives
of each of Evercore, J.P. Morgan and Paul, Weiss that Vista and PE Firm A had
completed the most diligence of all the potential counterparties to date, and
had made more progress on their diligence during the holiday period than the
other potential counterparties. During the meeting, representatives of J.P.
Morgan noted that Vista relayed on January 1, 2023 that Vista was simultaneously
evaluating a separate acquisition and that, while Vista preferred to enter into
a definitive agreement for a transaction with Duck Creek at this time, it would
need to make a decision on which of the two transactions to pursue in the near
term. The Special Committee and representatives of each of J.P. Morgan and
Evercore discussed the impact of Vista's need to make a decision on which
acquisition to pursue as one factor the Special Committee should consider in
determining the deadline to set for initial proposals. In light of the
outstanding management diligence meetings scheduled with some potential
counterparties for the weeks of January 2, 2023 and January 9, 2023, the Special
Committee determined at that time that it would continue to monitor the due
diligence progress of the potential counterparties and would consider, at the
beginning of the week of January 9, 2023, the deadline for initial proposals
that it would set.
7. The disclosure in the fourth full paragraph on page 41 of the Proxy Statement
is hereby amended and restated as follows (with the new text underlined):
After receiving the $16.50 Vista Proposal, the Special Committee held a meeting
in the early afternoon of January 6, 2023 with all members of the Special
Committee and representatives of Evercore, J.P. Morgan and Paul, Weiss in
attendance. During the meeting, representatives of Evercore and of J.P. Morgan
reviewed the financial aspects of the $16.50 Vista Proposal with the Special
Committee and Paul, Weiss representatives reviewed with the Special Committee
the key terms of the $16.50 Vista Proposal and the fiduciary duties of the
members of the Special Committee under Delaware law in considering a potential
transaction. The Special Committee discussed with the representatives of each of
Evercore, J.P. Morgan and Paul, Weiss the conditions to completion of the $16.50
Vista Proposal, including that Vista would not require debt financing or
additional equity partners in order to complete a transaction, and the "high or
hell water" regulatory commitment from Vista in the draft merger agreement. The
Special Committee also considered the ability for third parties to submit a
superior proposal during the "go-shop" period proposed by Vista in the draft
merger agreement; the broad outreach to a large number of potential
counterparties that had been undertaken by representatives of Evercore and of
J.P. Morgan since October 2022, at the direction of the Special Committee and of
the Board, respectively; the likelihood that PE Firm A, PE Firm E, PE Firm J, PE
Firm K or PE Firm L would submit a proposal with a higher offer price or higher
closing certainty than the $16.50 Vista Proposal; the difference between the
offer price of $16.50 per share of Duck Creek Common Stock proposed by Vista and
the offer prices that such other parties had indicated to date, and, as a
general matter, that this offer price was within the range of equity research
analysts' price targets for the Duck Creek Common Stock and was greater than the
value at which the Duck Creek Common Stock was then trading; that PE Firm E, PE
Firm J, PE Firm K and PE Firm L were still in early stages of their diligence
review on the Company based on their progress through the Data Room and the
diligence meetings they had or were then scheduled to have with the Company's
management team; the fact that, like Vista, PE Firm A had completed much more
diligence on the Company than the other potential counterparties during the
holiday period, and therefore that PE Firm A was likely to be able to accelerate
its diligence review on the Company and potentially submit a proposal that could
be competitive with the $16.50 Vista Proposal on price and contract terms on the
same timeline as Vista; and the fact that Vista and PE Firm A had each
demonstrated a high level of interest in a strategic transaction with the
Company and that allowing them to compete over an abbreviated timeline could
provide the Company with enhanced negotiating leverage in the process and
maximize the offer prices proposed by Vista and PE Firm A.
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8. The following supplemental disclosure is added to the "Miscellaneous" section
of the Proxy Statement:
Since October 2021, Julie Dodd has been an Operating Partner with Welsh, Carson,
Anderson & Stowe ("WCAS"), and a Venture Partner and Advisor with Next Coast
Ventures. In 2019, Vista acquired a majority position in QuickBase, a company
that provides solutions to help companies build business software applications.
WCAS is currently an investor in QuickBase alongside Vista.
9. The section of the Proxy Statement entitled "The Merger-Opinions of Duck
Creek's Financial Advisors - Opinion of J.P. Morgan Securities LLC-Public
Trading Multiples" is hereby amended and restated as follows (with new text
underlined):
Public Trading Multiples. Using publicly available information, J.P. Morgan
compared selected financial data of the Company with similar data for selected
publicly traded companies engaged in businesses that J.P. Morgan judged to be
sufficiently analogous to the Company based on J.P. Morgan's experience and its
familiarity with the industries in which the Company operates. The companies
selected by J.P. Morgan were as follows:
Insurance Vertical Software
• Guidewire Software, Inc.
• Verisk Analytics, Inc.
• CCC Intelligent Solutions Holdings Inc.
• Sapiens International Corporation N.V.
Financial Services Vertical Software
• Clearwater Analytics Holdings, Inc.
• Model N, Inc.
• nCino, Inc.
• Q2 Holdings, Inc.
These companies selected were chosen by J.P. Morgan because they are publicly
traded companies with operations and businesses that, for purposes of J.P.
Morgan's analysis, were considered similar to the Company. However, certain of
these companies may have characteristics that are materially different from
those of the Company. The analyses necessarily involve complex considerations
and judgments concerning differences in financial and operational
characteristics of the companies involved and other factors that could affect
the selected companies differently than they would affect the Company.
Using publicly available information, J.P. Morgan calculated, for each selected
company, the multiple of the firm value (the "FV") (calculated as equity value,
plus or minus, as applicable, net debt or net cash) to the analyst consensus
estimates of calendar year 2023 revenues for the applicable company (the
"FV/2023E Revenue Multiple"). The FV/2023E Revenue Multiple for the companies
selected by J.P. Morgan were as follows:
FV/2023E Revenue Multiple
Insurance Vertical Software
• Guidewire Software, Inc. 5.5x
• Verisk Analytics, Inc. 11.1x
• CCC Intelligent Solutions Holdings Inc. 7.5x
• Sapiens International Corporation N.V. 1.9x
Financial Services Vertical Software
• Clearwater Analytics Holdings, Inc. 12.6x
• Model N, Inc. 6.5x
• nCino, Inc. 6.1x
• Q2 Holdings, Inc. 3.0x
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Based on the results of this analysis, J.P. Morgan selected a FV/2023E Net
Revenue Multiple reference range for the Company of 4.0x to 6.5x. J.P. Morgan
then applied such reference range to the Company's projected revenue for
calendar year 2023 as set forth in the Forecasts. The analysis indicated a
range of implied per share equity value for Duck Creek Common Stock (rounded to
the nearest $0.10) of approximately $12.30 to $18.80, which J.P. Morgan compared
to the Merger Consideration of $19.00 per share of Duck Creek Common Stock.
10. The section of the Proxy Statement entitled "The Merger-Opinions of Duck
Creek's Financial Advisors-Opinion of J.P. Morgan Securities LLC-Selected
Transaction Analysis" is hereby amended and restated as follows (with new
text underlined):
Selected Transactions Analysis. Using publicly available information, J.P.
Morgan examined selected transactions involving businesses which J.P. Morgan
judged to be sufficiently analogous to the Company's business (or aspects
thereof) based on J.P. Morgan's experience and familiarity with the industries
in which the Company operates. The following transactions were selected by J.P.
Morgan as relevant to the evaluation of the proposed Merger:
Announcement
Date Acquiror Target
December 12, 2022 Thoma Bravo LP Coupa Software Incorporated
October 27, 2022 Thoma Bravo LP UserTesting, Inc.
August 8, 2022 Vista Equity Partners Management, Avalara, Inc.
LLC
June 24, 2022 Hellman & Friedman LLC and Zendesk, Inc.
Permira Advisers LLC
April 11, 2022 Kaseya Inc. Datto Holding Corp.
December 17, 2021 Thoma Bravo LP Bottomline Technologies, Inc.
July 20, 2020 Thoma Bravo LP Majesco
None of the selected transactions reviewed was identical to the proposed
Merger. However, the selected transactions were chosen by J.P. Morgan because
J.P. Morgan judged certain aspects of the transactions, for purposes of J.P.
Morgan's analysis, to be similar to the proposed Merger. The analyses
necessarily involve complex considerations and judgments concerning differences
in financial and operational characteristics of the companies involved and other
factors that could affect the transactions differently than they would affect
the proposed Merger.
Using publicly available information, J.P. Morgan calculated, for each selected
transaction, the multiple of the target company's FV implied in the relevant
transaction to the target company's estimated revenue for the twelve months
immediately following the announcement of the applicable transaction (the
"FV/NTM Revenue Multiple"). The FV/NTM Revenue Multiple for each transaction
were as follows:
Announcement
Date Acquiror Target FV/NTM Revenue Multiple
December 12, Thoma Bravo LP Coupa Software 8.4x
2022 Incorporated
October 27, 2022 Thoma Bravo LP UserTesting, Inc. 5.0x
August 8, 2022 Vista Equity Partners Avalara, Inc. 8.6x
Management, LLC
June 24, 2022 Hellman & Friedman LLC and Zendesk, Inc. 5.8x
Permira Advisers LLC
April 11, 2022 Kaseya Inc. Datto Holding Corp. 8.0x
December 17, Thoma Bravo LP Bottomline 4.8x
2021 Technologies, Inc.
July 20, 2020 Thoma Bravo LP Majesco 4.0x
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Based on the results of this analysis, J.P. Morgan selected a FV/NTM Revenue
Multiple reference range for the Company of 4.0x to 8.5x. J.P. Morgan then
applied such reference range to the Company's projected revenue for calendar
year 2023 as set forth in the Forecasts. The analysis indicated a range of
implied per share equity value for Duck Creek Common Stock (rounded to the
nearest $0.10) of approximately $12.30 to $24.00, which J.P. Morgan compared to
the Merger Consideration of $19.00 per share of Duck Creek Common Stock.
11. The section of the Proxy Statement entitled "The Merger-Opinions of Duck
Creek's Financial Advisors-Opinion of J.P. Morgan Securities LLC-Discounted
Cash Flow Analysis" is hereby amended in its entirety as follows (with the
new text underlined):
Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow
analysis for the purpose of determining an implied fully diluted equity value
per share for Duck Creek Common Stock. J.P. Morgan calculated the unlevered
free cash flow that the Company is expected to generate from December 1, 2022
through fiscal year 2032 based upon the Forecasts (utilizing the Unlevered Free
Cash Flow post-NOLs, as described in the section entitled "The Merger -
Forecasts" of this Proxy Statement), which were discussed with, and approved by,
the Company for use by J.P. Morgan in connection with its financial analyses.
J.P. Morgan also calculated a range of terminal values for the Company at the
end of this period by applying perpetual growth rates ranging from 3.5% to 4.5%,
based on guidance provided by the Company's management, to estimates of terminal
revenue for the Company at the end of fiscal year 2032, based on the Forecasts.
J.P. Morgan then discounted the unlevered free cash flow estimates and the range
of terminal values to present value as of November 30, 2022 using discount rates
ranging from 9.25% to 10.25%, which range was chosen by J.P. Morgan based upon
an analysis of the weighted average cost of capital of the Company. The present
values of the unlevered free cash flow estimates and the range of terminal
values were then adjusted for the Company's estimated net cash, calculated pro
forma for the Company's expected acquisition of Imburse, of $244 million as of
November 30, 2022, as provided by management of the Company. This analysis
indicated a range of implied per share equity value for Duck Creek Common Stock
(rounded to the nearest $0.10) of $14.60 to $20.10, which J.P. Morgan compared
to the Merger Consideration of $19.00 per share of Duck Creek Common Stock.
12. The section of the Proxy Statement entitled "The Merger-Opinions of Duck
Creek's Financial Advisors - Opinion of Evercore Group L.L.C. - Summary of
Evercore's Financial Analyses" (other than the Miscellaneous section on page
67 of the Proxy Statement) is hereby amended and restated as follows (with
the new text underlined):
Discounted Cash Flow Analysis
Evercore performed a discounted cash flow analysis for the purpose of
determining the fully diluted equity value per share for Duck Creek Common
Stock.
Using discount rates ranging from 11.0% to 13.0%, which were based on an
estimate of the Company's weighted average cost of capital, based on Evercore's
professional judgment and experience, and the mid-year cash flow discounting
convention, Evercore discounted to present value as of November 30, 2022, (i)
estimates of Unlevered Free Cash Flow pre-NOLs (as defined in the section
entitled ''The Merger-Forecasts'' beginning on page 68 of this Proxy Statement)
that the Company was forecasted to generate during the second, third and fourth
quarters of the Company's fiscal year 2023 and the Company's fiscal years 2024
through 2032 based on the Forecasts, and (ii) a range of terminal values for
Duck Creek, which was calculated by applying perpetuity growth rates ranging
from 4.0% to 6.0%, which range was selected based on Evercore's professional
judgment and experience, to estimate the terminal year unlevered, after-tax free
cash flows that the Company was forecasted to generate based on the Forecasts,
assuming a 22% tax rate in the second, third and fourth quarters of the
Company's fiscal year 2023 and a 24% tax rate in all fiscal years thereafter, in
each case as approved by the Company's management. Evercore derived ranges of
implied total enterprise values by adding the range of present values derived
above.
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In calculating implied total enterprise values, Evercore included the present
value of tax savings from the Company's estimated usage of NOLs (as defined in
the section entitled ''The Merger-Forecasts'' beginning on page 68 of this Proxy
Statement) based on the Forecasts ranging between $19 million and $20 million.
Based on this range of implied enterprise values, adjusted for the Company's net
cash of approximately $244 million (calculated as total debt less cash and cash
equivalents, each as of November 30, 2022, less the estimated $20 million cash
consideration anticipated by the Company's management to be paid for the
acquisition of Imburse), and divided by the fully diluted shares outstanding of
Duck Creek Common Stock of 137.3 million, in each case as provided by the
Company's management, this analysis indicated a range of implied equity values
per share of Duck Creek Common Stock of $10.25 to $17.15 (rounded to the nearest
five cents), compared to the Merger Consideration of $19.00 per share of Duck
Creek Common Stock.
Selected Public Company Trading Analysis
Evercore reviewed and compared certain financial information of the Company to
corresponding financial multiples and ratios for Guidewire Software, Inc., a
selected publicly traded company in the P&C insurance industry, and for the
following selected publicly traded companies in the vertical software and
financial software industries (collectively, the "selected companies"), which
. . .
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DUCK CREEK TECHNOLOGIES, INC. 