Form 4: Apax-Backed Valor Buyer Exits Verint Preferred Stock

Valor Buyer LP and related Apax entities disposed of all their Series A and Series B Convertible Perpetual Preferred Stock in Verint Systems Inc. for over $406 million following the acquisition by Calabrio, Inc.

Summary

• Valor Buyer LP and its affiliated entities, including Valor Buyer GP LLC, Valor Topco Limited, Apax X GP Co. Limited, Apax Guernsey (Holdco) PCC Limited, and Apax X GP S.a r.l., reported the disposition of their beneficial ownership in Verint Systems Inc.
• The transaction involved the sale of 200,000 shares of Series A Convertible Perpetual Preferred Stock and 200,000 shares of Series B Convertible Perpetual Preferred Stock.
• The Series A Preferred Stock was disposed of for $203,222,222.22, and the Series B Preferred Stock was disposed of for $203,222,222.22, totaling $406,444,444.44.
• This disposition occurred on November 26, 2025, in connection with the acquisition of Verint Systems Inc. by Calabrio, Inc., as per an Agreement and Plan of Merger dated August 24, 2025.
• Following these transactions, the reporting persons no longer beneficially own any Series A or Series B Preferred Stock in Verint Systems Inc.
• The Series A Preferred Stock was convertible into common stock at an initial price of $36.38 per share, representing 5,497,526.11 common shares.
• The Series B Preferred Stock was convertible into common stock at an initial price of $50.25 per share, representing 3,980,099.5 common shares.

Sentiment

Score: 7

Explanation: The filing reports a significant disposition of preferred stock by a major investor group as a result of an acquisition. This indicates a successful exit for the reporting persons and the completion of a strategic event for the issuer. While not directly positive for the issuer's ongoing operations, it reflects a completed corporate action that likely delivered value to the preferred shareholders.

Positives

• Reporting persons successfully exited their preferred stock positions in Verint Systems Inc. for a substantial sum of $406,444,444.44.
• The disposition was part of a larger acquisition event, indicating a successful realization of investment for the reporting entities.

Negatives

• No specific negatives for the issuer or reporting persons are explicitly stated in this Form 4 filing. The disposition is a consequence of an acquisition.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the future operations or financial performance of Verint Systems Inc. or the reporting persons, beyond the completion of the acquisition by Calabrio, Inc.

Management Comments

• No notable quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

This Form 4 filing reports a change in beneficial ownership resulting from an acquisition, which is a common event in the technology and software industry. The exit of preferred stock holdings by a significant investor group like Apax Partners following an acquisition indicates a realization of investment value, consistent with private equity investment cycles. The acquisition of Verint Systems Inc. by Calabrio, Inc. suggests consolidation within the customer engagement or workforce optimization software market.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No litigation or regulatory matters are mentioned in this filing.

Related Party Transactions

• The filing details the complex ownership structure of Valor Buyer LP, involving several Apax-related entities (Valor Buyer GP LLC, Valor Topco Limited, Apax X GP Co. Limited, Apax Guernsey (Holdco) PCC Limited, Apax X GP S.a r.l.). These entities are considered related parties to Valor Buyer LP and are jointly filing the Form 4 due to their shared beneficial ownership and control. The disposition itself is not a related party transaction in the typical sense of a company transacting with an insider, but rather an insider group disposing of holdings.

Stakeholder Impact

• Shareholders (Common Stock): The disposition of preferred stock by a major investor group due to an acquisition could be seen as a positive signal of value realization from the merger. The preferred stock conversion prices ($36.38 and $50.25) provide context for the value realized by these specific investors.
• Reporting Persons (Apax-backed entities): Successfully exited a significant investment in Verint Systems Inc., realizing over $406 million, which is a positive outcome for their funds and limited partners.

Next Steps

• No specific future actions or milestones are mentioned for Verint Systems Inc. or the reporting persons beyond the completed disposition related to the acquisition.

Key Dates

Keywords

Verint Systems Inc., VRNT, Valor Buyer LP, Apax Partners, Calabrio Inc., Preferred Stock, Convertible Securities, Beneficial Ownership, SEC Form 4, Insider Transaction, Acquisition, Disposition