8-K: Verint Systems Acquired by Calabrio for $1.24B

Sentiment:

Merger Completion Announcement 26 November 2025 11:26 AM

Verint Systems Inc. has been acquired by Calabrio, Inc. in an all-cash merger valued at approximately $1.24 billion, resulting in delisting from NASDAQ and significant corporate restructuring.

Capital raiseThe funds used to complete the Merger and the transactions contemplated by the Merger Agreement were provided by third-party debt financing arranged by Banco Santander SA.

Summary

Verint Systems Inc. was acquired by Calabrio, Inc. on November 26, 2025, through a merger with Viking Merger Sub, Inc., making Verint a wholly owned subsidiary of Calabrio.
Common Stock shareholders received $20.50 in cash per share.
Series A and Series B Preferred Stock were redeemed for $1,000 in cash plus unpaid accrued and accumulated dividends per share.
Vested Company Phantom Shares, Restricted Stock Units (RSUs), and Performance Stock Units (PSUs) were cancelled in exchange for cash payments based on the Merger Consideration.
Unvested Company Phantom Shares, RSUs, and PSUs were converted into cash-based awards, which will vest and be payable according to their original schedules, with PSU performance metrics deemed achieved at target levels.
The Credit Agreement dated June 29, 2017, with JPMorgan Chase Bank, N.A. and capped call transactions entered into on April 6 and 8, 2021, were terminated, with all related obligations paid in full.
The merger triggered a Fundamental Change and Make-Whole Fundamental Change for the 0.25% Convertible Senior Notes due April 15, 2026.
Convertible Note holders have the right to convert their notes into $330.24 in cash per $1,000 principal amount (based on a conversion rate of 16.1902) or require Verint to repurchase them at principal amount plus accrued and unpaid interest until December 26, 2025.
Verint's Common Stock was delisted from the NASDAQ Global Select Market as of November 26, 2025, and the company intends to deregister its common stock and suspend reporting obligations.
The aggregate purchase price paid for all outstanding shares of Common Stock was approximately $1.24 billion, financed by third-party debt from Banco Santander SA.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a clear cash exit for shareholders and resolving outstanding financial obligations. While it marks the end of Verint as an independent public entity, the execution aligns with prior announcements, indicating a well-managed transaction. The sentiment is positive for shareholders receiving cash, but neutral for the company's future as an independent entity.

Positives

Shareholders received a definitive cash payout of $20.50 per share for their common stock.
Preferred stockholders received a redemption price of $1,000 in cash plus accrued dividends per share.
Vested equity awards (phantom shares, RSUs, PSUs) were converted to cash, providing immediate liquidity to holders.
Unvested equity awards were converted to cash-based awards, maintaining their vesting schedules, and performance-based awards were deemed achieved at target levels, providing certainty and continuity of incentives to employees.
Existing credit facilities and capped call transactions were fully settled and terminated, removing associated liabilities and simplifying the company's financial structure.

Negatives

Verint Systems Inc. common stock was delisted from NASDAQ, removing public trading access for investors.
The company will cease to be a publicly reporting entity, reducing transparency and public disclosure for investors.
Common stockholders ceased to have any rights as stockholders other than the right to receive the merger consideration.
Convertible Note holders will no longer have the right to convert notes into shares of Common Stock or other securities of the company post-merger.

Future Outlook

Verint Systems Inc. will operate as a wholly owned subsidiary of Calabrio, Inc. and intends to deregister its common stock and suspend its reporting obligations under the Exchange Act, indicating a transition from a publicly traded entity to a private one under new ownership. The future financial reporting will be integrated into Calabrio's operations.

Management Comments

The resignations of the directors were tendered in connection with the Merger and not as a result of any disagreements between Verint and the resigning individuals on any matters related to Verint's operations, policies or practices.

Industry Context

This acquisition signifies a consolidation within the enterprise software or customer engagement solutions industry, where Verint operates. The move by Calabrio, a private entity, to acquire a publicly traded company like Verint suggests a strategic effort to expand market share, technology offerings, or customer base. The delisting of Verint's stock and cessation of public reporting are typical outcomes of such take-private transactions, allowing the combined entity to operate with potentially less public scrutiny and greater flexibility in strategic decision-making, common in mature or consolidating tech sectors.

Comparison to Industry Standards

The all-cash merger consideration of $20.50 per share is a definitive value for shareholders, typical in take-private transactions, providing a clear exit at a predetermined price.
The termination of credit agreements and capped call transactions is standard practice to clear existing financial obligations and simplify the capital structure post-acquisition, ensuring a clean slate for the new parent company.
The conversion of equity awards (phantom shares, RSUs, PSUs) into cash or cash-based awards with continued vesting is a common method to manage employee incentives during a change of control, ensuring retention and alignment with the acquiring entity's goals.
The delisting from NASDAQ and subsequent deregistration are standard procedures for a company becoming a wholly-owned subsidiary of a private entity, removing the regulatory burden and costs associated with public reporting.
The change in the independent registered public accounting firm (from Deloitte & Touche LLP to BDO USA, P.C.) is a direct consequence of the merger, as the acquiring parent typically consolidates auditing services to streamline operations and reduce costs.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Dan Bodner	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Linda Crawford	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Stephen Gold	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	William Kurtz	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Andrew Miller	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Richard Nottenburg	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Kristen Robinson	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Yvette Smith	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	Jason Wright	NA	2025-11-26	Resigned from the board of directors and all committees in connection with the Merger.
Director	NA	Joshua Geller	2025-11-26	Appointed as director of the Surviving Corporation following the Merger.
Director	NA	Carl Gillert	2025-11-26	Appointed as director of the Surviving Corporation following the Merger.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Certificate of Incorporation Amendment	Verint's certificate of incorporation was amended and restated in its entirety, reducing authorized common stock to 1,000 shares ($0.01 par value) and electing not to be governed by Section 203 of the Delaware General Corporation Law.	2025-11-26	Reflects the company's new status as a wholly-owned subsidiary, simplifying its capital structure and removing provisions relevant to public companies and hostile takeovers.
By-Laws Amendment	Verint's by-laws were amended and restated in their entirety, establishing a board of two directors, outlining procedures for stockholder and board meetings (including written consent), and detailing indemnification provisions.	2025-11-26	Streamlines corporate governance for a private, wholly-owned subsidiary, aligning with the parent company's operational structure and reducing complexity associated with public company compliance.
Indemnification Policy	The corporation shall indemnify directors, officers, employees, and agents to the fullest extent permitted by Delaware law, with the corporation being the primary indemnitor and waiving claims against Fund Indemnitors (Thoma Bravo affiliates).	2025-11-26	Provides robust protection for current and former directors and officers, clarifying the hierarchy of indemnification responsibilities post-merger.

Stakeholder Impact

Shareholders (Common Stock): Received $20.50 cash per share, losing their equity ownership and public trading access.
Shareholders (Preferred Stock): Received $1,000 cash plus accrued dividends per share, losing their preferred equity ownership.
Convertible Note Holders: Have the option to convert notes to cash or require repurchase, providing a defined exit mechanism for their investment.
Employees: Vested equity awards converted to cash; unvested awards converted to cash-based awards with continued vesting, providing financial certainty and continuity of incentives under the new ownership.
Management/Directors: Previous board members resigned; new directors appointed by the acquiring parent, reflecting the change in control.
Creditors: Existing credit facilities were terminated and paid in full, resolving prior debt obligations.

Next Steps

NASDAQ will file a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934.
Verint intends to file a Form 15 to deregister its Common Stock and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
BDO USA, P.C. is expected to be appointed as the independent registered public accounting firm for the fiscal year ending January 31, 2026, pending completion of its standard client evaluation procedures.
Convertible Note holders have until December 24, 2025, to elect to convert their notes into cash or require repurchase.

Key Dates

Date	Description
2017-06-29	Original date of the Credit Agreement with JPMorgan Chase Bank, N.A.
2021-04-06	Date Verint entered into capped call transactions with certain financial institutions.
2021-04-08	Date Verint entered into additional capped call transactions with certain financial institutions.
2021-04-09	Date of the Base Indenture for Verint's 0.25% Convertible Senior Notes due 2026.
2025-03-25	Date of the Fifth Amendment to the Credit Agreement.
2025-08-24	Date of the Agreement and Plan of Merger between Verint, Calabrio, Inc., and Viking Merger Sub, Inc.
2025-10-20	Date Verint filed the definitive proxy statement with the SEC regarding the merger.
2025-11-26	Closing Date of the acquisition of Verint by Calabrio, Inc.; Effective Time of the Merger; Effective date of Fundamental Change and Make-Whole Fundamental Change for Convertible Notes; Date of First Supplemental Indenture; Date of Credit Agreement termination; Date of Capped Call Transactions termination; Date of delisting from NASDAQ; Date of director resignations and new director appointments; Date of amended and restated certificate of incorporation and by-laws; Date of notice to Convertible Note holders; Date of Deloitte & Touche LLP's letter.
2025-12-24	Expiration Date and Withdrawal Date for Convertible Note holders to elect repurchase or withdraw election (5:00 p.m. New York City time).
2025-12-26	Fundamental Change Repurchase Date for Convertible Notes, when repurchase price becomes due and payable.
2026-01-31	End of fiscal year for which BDO USA, P.C. is expected to audit Verint's financial statements.
2026-04-15	Maturity date of Verint's 0.25% Convertible Senior Notes.

Recommendation

sell

The company has been acquired in an all-cash transaction, and its common stock has been delisted. Existing common shareholders have already received or are in the process of receiving the merger consideration of $20.50 per share. There is no longer a public market for the stock, and thus no opportunity for future price appreciation. Convertible note holders have specific options to convert to cash or demand repurchase. For any remaining public shareholders, the recommendation is to sell any remaining shares (if possible, through appraisal rights or other mechanisms) to realize the merger consideration, as the company no longer exists as an independent publicly traded entity.

Keywords

Verint Systems Inc., Calabrio Inc., Merger, Acquisition, 8-K, SEC Filing, Delisting, Convertible Notes, Corporate Governance, Change of Control, NASDAQ, VRNT, Cash Merger, Equity Awards, Debt Financing

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