UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — May 22, 2018
ENVESTNET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34835 | 20-1409613 | ||
| (State or other jurisdiction) | (Commission File Number) | (I.R.S. Employer of Incorporation Identification No.) |
| 35 East Wacker Drive, Suite 2400 Chicago, Illinois |
60601 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 827-2800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
| Item 8.01 | Other Events. |
On May 22, 2018, Envestnet, Inc. (the “Company”) issued a press release announcing that it had priced an offering of $300 million aggregate principal amount of 1.75% convertible notes due 2023 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $45 million aggregate principal amount of Notes.
As required by Rule 135c under the Securities Act, a copy of the press release is filed herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 |
Press Release, dated May 22, 2018, Announcing the Pricing of the Offering of the Notes. | |
2
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 |
Press Release, dated May 22, 2018, Announcing the Pricing of the Offering of the Notes. | |
3
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.
| ENVESTNET, INC. | ||
| By: | /s/ Shelly O’Brien | |
| Name: Shelly O’Brien | ||
| Title: Chief Legal Officer, General Counsel and Corporate Secretary | ||
Date: May 22, 2018
4