SCHEDULE: Valor Buyer LP Backs Verint-Calabrio Merger

Valor Buyer LP has entered into a voting agreement to support the merger of Verint Systems Inc. with Calabrio, Inc., committing its 13.61% stake.

Summary

• Valor Buyer LP, along with its affiliated entities, has filed an Amendment No. 3 to its Schedule 13D, disclosing a Voting and Support Agreement.
• The agreement, dated August 24, 2025, commits Valor Buyer LP to vote its shares of Preferred Stock in favor of the proposed merger between Verint Systems Inc. (the Issuer) and Calabrio, Inc. (Parent), where Viking Merger Sub, Inc. will merge into the Issuer.
• Valor Buyer LP also committed to vote against any action or competing transaction that would impede the merger's consummation.
• The reporting persons collectively beneficially own 9,477,625 shares of Verint Systems Inc. Common Stock, representing 13.61% of the class.
• This ownership is calculated based on the conversion of 200,000 Series A Preferred Stock (at $36.38 conversion price) and 200,000 Series B Preferred Stock (at $50.25 conversion price).
• The percentage is based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025, plus the 9,477,625 issuable common shares.
• No transactions in the Issuer's Common Stock were effected by the Reporting Persons during the past 60 days.

Sentiment

Score: 7

Explanation: The filing indicates strong shareholder support for the proposed merger, increasing the likelihood of its successful completion, which is generally viewed positively for the transaction's certainty.

Positives

• The voting agreement from a significant shareholder (13.61% stake) increases the certainty and likelihood of the proposed merger between Verint Systems Inc. and Calabrio, Inc. being completed.
• The commitment to vote against competing transactions provides stability for the current merger agreement.

Negatives

• Valor Buyer LP's ability to transfer its Preferred Stock is restricted under the terms of the Voting Agreement.
• The agreement limits Valor Buyer LP's flexibility to vote against the merger, even if a potentially more favorable alternative emerges, unless specific termination conditions are met.

Risks

• The merger may not be completed if certain conditions set forth in Article VII of the Merger Agreement are not satisfied.
• The Voting Agreement could terminate if the Issuer accepts a superior proposal, or upon a change in recommendation due to an 'Intervening Event' as defined in the Merger Agreement, potentially jeopardizing the current merger.

Future Outlook

The filing indicates a strong commitment from a major shareholder to the proposed merger between Verint Systems Inc. and Calabrio, Inc., suggesting that the transaction is on track for completion, subject to the satisfaction of customary closing conditions.

Industry Context

This announcement reflects ongoing consolidation and strategic realignments within the customer engagement and enterprise software sectors. Shareholder support for mergers is a critical factor in successful deal completion, and this filing signals a positive step for the companies involved in a competitive industry landscape.

Stakeholder Impact

• Shareholders of Verint Systems Inc. will likely perceive increased certainty regarding the completion of the merger with Calabrio, Inc. due to a major investor's public commitment.
• The commitment from a significant shareholder could positively influence market sentiment towards the merger, potentially stabilizing or supporting the Issuer's share price in the short term.

Next Steps

• Verint Systems Inc. and Calabrio, Inc. will proceed with the necessary steps to complete the merger, including obtaining any required regulatory approvals and shareholder votes.
• Valor Buyer LP will vote its Preferred Stock in accordance with the Voting Agreement to facilitate the merger's approval.

Key Dates

Recommendation

The filing confirms a significant shareholder's commitment to the merger, which de-risks the transaction's completion. This provides increased certainty for the merger, but does not introduce new fundamental value drivers for the company outside of the merger terms themselves, thus a 'hold' is appropriate as the market awaits the merger's conclusion.

Keywords

Verint Systems, Calabrio, Merger, Acquisition, Voting Agreement, Schedule 13D, Preferred Stock, Common Stock, Apax Partners, Shareholder Support, Corporate Action