Cvent Holding $12M Stockholder Class Action Settlement

Investors who held Cvent Holding Corp. common stock as of June 15, 2023, and received $8.50 per share in cash when Cvent during its acquisition may be eligible to receive a cash payment from a class action settlement.

Vista Equity Partners Management LLC, related Vista entities and certain directors and officers of Cvent agreed to pay $12 million to settle a stockholder class action lawsuit alleging they breached their fiduciary duties in connection with the Cvent acquisition. The lawsuit alleged Vista, as the controlling stockholder, caused Cvent to enter the transaction at an unfair price and through an unfair process and received unique consideration not shared with minority stockholders in the form of a $1.25 billion preferred equity rollover investment in the post-transaction company.

Who can file a claim?

The settlement class includes all record and beneficial holders of Cvent common stock who received $8.50 per share in cash when the transaction closed on June 15, 2023.

Additional details

• Both individuals and entities can be class members.
• The class includes successors and assigns of eligible holders.
• The settlement will treat a person who purchased Cvent common stock on or before June 15, 2023, but did not settle those shares at the closing of the transaction as a class member with respect to those shares.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $12,000,000. The amount each class member receives depends on several factors:

• The number of eligible shares held at the closing of the transaction on June 15, 2023
• The total number of eligible shares in the class
• The amount of the net settlement fund after court-approved deductions

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Each class member's payment equals the number of eligible shares they held at closing times the per-share recovery.
• The per-share recovery is the net settlement fund divided by the total number of eligible shares held by all class members.
• For shares held in a "street name" through a broker, the settlement administrator will distribute payments to Depository Trust Co. participants who will then distribute payments on a pro rata basis to beneficial owners.
• For shares held of record outside the Depository Trust Co., the settlement administrator will distribute payments directly to the record owner.

No claim form needed to receive payment

Class members do not need to submit a claim form to receive payment. The settlement administrator will distribute payments the same way class members received the original $8.50 per share.

Settlement administrator's mailing address: Cvent Stockholders Litigation, c/o A.B. Data Ltd., P.O. Box 170500, Milwaukee, WI 53217

$12 million settlement fund

The $12,000,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees and expenses: Up to $2,520,000
• Service award to plaintiff: Up to $2,500
• Payments to eligible class members: Remainder of the fund

Important dates

• Fairness hearing: July 10, 2026

When is the Cvent stockholder class action settlement payout date?

The settlement administrator will issue payments to eligible class members after the court resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged Vista Equity Partners Management LLC, as the controlling stockholder of Cvent, sold Cvent at an unfair price and through an unfair process. The plaintiff alleged Vista received a $1.25 billion preferred equity rollover investment in the post-transaction company on above-market terms while minority stockholders received only $8.50 per share in cash and that the transaction lacked procedural protections such as a majority-of-the-minority stockholder vote and approval by a fully independent special committee.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Settlement agreement