Envestnet (NYSE: ENV), a leading provider of intelligent systems for
wealth management and financial wellness, today announced that it has
completed the acquisition of PIEtech, Inc., the creator of the
MoneyGuide family of financial planning applications. The acquisition
was announced on March 14, 2019.
“We are excited to welcome the MoneyGuide team to the Envestnet
organization,” said Jud Bergman, Chairman and CEO of Envestnet.
“Financial planning is the gateway through which advisors help their
clients achieve financial wellness. With MoneyGuide included in our
data- and advice-centric solutions, we believe we are uniquely
positioned to help our clients deliver better financial outcomes.”
“We look forward to providing our customers with a broader set of
solutions, which will provide lasting value to financial advisors and
millions of investors,” said Tony Leal, now President of Envestnet
MoneyGuide. “We look forward to showcasing MoneyGuide’s capabilities at
the 2019 Advisor Summit.”
MoneyGuide is a leading provider of goals-based financial planning
solutions to the financial services industry, serving tens of thousands
of financial advisors across enterprise, institutional and independent
firms, and is integrated with more than 150 wealth management data and
technology providers. Nearly 2 million financial plans have been created
using MoneyGuide solutions in the past 12 months. The highly adaptable
financial planning software generates plans from light and goal-specific
to robust which helps financial advisors add significant value for their
clients, and best-in-class technology with enhanced integrations.
MoneyGuide’s capabilities will be featured during the 2019 Envestnet
Advisor Summit:
-
Showcase Solution Theater in EXPO on Wednesday, May 1 from 10:05-10:25
a.m. - Technology Session on Wednesday, May 1, from 2:30-3:20 p.m.
- Technology Session on Thursday, May 2, from 2:15 p.m.-3:05 p.m.
Additional information on the 2019 Envestnet Advisor Summit can be found here.
Envestnet acquired PIEtech for consideration of approximately $500
million, a combination of approximately $295 million in cash, and
approximately 3.185 million shares of Envestnet common stock. The cash
portion of the consideration was funded by cash on Envestnet’s balance
sheet and borrowings under its revolving credit facility.
In connection with the acquisition of PIEtech, Envestnet adopted the
Envestnet, Inc. 2019 Acquisition Equity Incentive Plan (the “Equity
Plan”) in order to make inducement grants to certain PIEtech employees
who will join Envestnet MoneyGuide. Envestnet approved grants for
delivery of up to 301,469 shares of Envestnet common stock pursuant to
the Equity Plan. The Equity Plan was approved by the Compensation
Committee of Envestnet’s Board Directors in reliance on the employment
inducement exception to shareholder approval provided in NYSE Listing
Rule 303A.08 which requires public announcement of inducement awards.
Of the total, 213,695 shares were allocated to a retention pool for
grants to 134 employees of PIEtech in the form of restricted stock units
(“RSUs”) pursuant to offer letters delivered prior to the closing of the
transaction. Approximately twenty percent of the retention pool will be
granted as RSUs on the sixty day anniversary of the closing of the
transaction, fifty percent of the retention pool will be granted as RSUs
in February of 2020, and the remaining thirty percent will be granted as
RSUs in February of 2021. The employees who have such offer letters must
remain employed on the applicable date of grant in order to receive each
grant of RSUs. Each award of RSUs will vest over three years following
the date of grant, with one-third (1/3) of the RSUs vesting on the first
anniversary of the date of grant, and one-twelfth (1/12) vesting in
equal quarterly installments for the two years thereafter, subject to
continued employment through the date of vesting; provided, however that
the first grant of RSUs will become fully vested if the employee is
terminated without cause. The final grant of RSUs pursuant to this
retention pool will not become fully vested until 2024. Each employee
who holds an award of RSUs will be entitled to a distribution of one
share for each RSU that becomes vested immediately following vesting.
The remaining shares in the Equity Plan were allocated to grants of RSUs
and performance share units (“PSUs”) to Antonio Leal, as the President
of Envestnet MoneyGuide, and Jaime Proctor, as the Chief Operating
Officer of Envestnet MoneyGuide. On the sixty day anniversary of the
closing of the transaction, Mr. Leal will be entitled to a grant of
15,535 RSUs and 15,535 PSUs and Ms. Proctor will be entitled to a grant
of 9,321 RSUs and 9,321 PSUs. In February of each 2020, 2021 and 2022,
Mr. Leal will be entitled to grants of 5,437 RSUs and Ms. Proctor will
be entitled to grants of 3,107 RSUs. Each award of RSUs will vest over
three years following the date of grant, with one-third (1/3) of the
RSUs vesting on the first anniversary of the date of grant, and
one-twelfth (1/12) vesting in equal quarterly installments for the two
years thereafter, subject to continued employment through the date of
vesting. The final grant of RSUs to Mr. Leal and Ms. Proctor will not
become fully vested until 2025. They will be entitled to a distribution
of one share for each RSU that becomes vested immediately following
vesting.
The two grants of PSUs to Mr. Leal and Ms. Proctor are being made
pursuant to the same terms and conditions as the PSU grants made to the
executives of Envestnet earlier in 2019 with vesting subject to
satisfaction of performance goals during the three-year performance
period from 2019 through 2021. The performance goals are based on four
equally weighted metrics (revenue growth, adjusted earnings before
interest, taxes, depreciation, and amortization (EBITDA) growth,
adjusted earnings per share growth and relative total shareholder return
compared to Russell 2000 Index Constituents). The final number of shares
earned under the grants, if any, will vary based on the degree of
achievement on each metric. The maximum number of PSUs that can be
earned will be 150% of the target award. The PSUs will cliff vest on the
three-year anniversary of the date of grant.
About Envestnet
Envestnet, Inc. (NYSE: ENV) is a leading provider of intelligent systems
for wealth management and financial wellness. Envestnet’s unified
technology empowers enterprises and advisors to more fully understand
their clients and deliver actionable intelligence that drives better
outcomes and improves lives.
Envestnet Wealth enables enterprises and advisors to better
manage client outcomes and strengthen their practices through its
leading Wealth Management Operating System and advanced portfolio
solutions. Envestnet | Tamarac provides portfolio management,
reporting, trading, rebalancing and client portal solutions for
registered independent advisors (RIAs). Envestnet MoneyGuide
provides goals-based financial planning applications. Envestnet Data
& Analytics provides intelligent solutions that enable dynamic
innovation through its Envestnet | Yodlee platform.
More than 3,500 enterprises and over 96,000 advisors including: 16 of
the 20 largest U.S. banks, 43 of the 50 largest wealth management and
brokerage firms, over 500 of the largest Registered Investment Advisors,
and hundreds of Internet services companies leverage Envestnet
technology and services.
For more information on Envestnet, please visit www.envestnet.comand
follow @ENVintel.
Cautionary Statement Regarding Forward-Looking Statements
The forward-looking statements made in this press release concerning,
among other things, Envestnet, Inc.’s (the “Company”) acquisition of
PIEtech (the “PIEtech Acquisition”) and the expected benefits of the
acquisition are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties and the Company’s actual results could
differ materially from the results expressed or implied by such
forward-looking statements. Furthermore, reported results should not be
considered as an indication of future performance. The potential risks,
uncertainties and other factors that could cause actual results to
differ from those expressed by the forward-looking statements in this
press release include, but are not limited to, the inability to complete
the PIEtech Acquisition in a timely manner or at all; the possibility
that any of the anticipated benefits of the PIEtech Acquisition will not
be realized to the extent or when expected; the risk that integration of
PIEtech’s operations with those of the Company will be materially
delayed or will be more costly or difficult than expected; the
challenges of integrating and retaining key employees; the effect of the
announcement of the PIEtech Acquisition on PIEtech’s and the Company’s
business relationships, operating results and business generally;
potential exposure to state and local non-income tax obligations,
difficulty in sustaining rapid revenue growth, which may place
significant demands on the Company’s administrative, operational and
financial resources, fluctuations in the Company’s revenue, the
concentration of nearly all of the Company’s revenues from the delivery
of investment solutions and services to clients in the financial
services industry, the impact of market and economic conditions on
revenues, the Company’s reliance on a limited number of clients for a
material portion of its revenue, the renegotiation of fee percentages or
termination of the Company’s services by its clients, the Company’s
ability to identify potential acquisition candidates, complete
acquisitions and successfully integrate acquired companies, potential
dilution from issuing equity securities or a weaker balance sheet from
using cash or incurring debt to finance acquisitions, the impact of
market conditions on the Company’s ability to issue additional debt and
equity to fund acquisitions, compliance failures, regulatory or
third-party actions against the Company, the failure to protect the
Company’s intellectual property rights, the Company’s inability to
successfully execute the conversion of its clients’ assets from their
technology platform to the Company’s technology platform in a timely and
accurate manner, general economic conditions, political and regulatory
conditions, the impact of fluctuations in interest rates on the
Company’s business, ability to expand our relationships with existing
customers, grow the number of customers and derive revenue from new
offerings such as our data analytic solutions and market research
services and premium FinApps, the results of our investments in research
and development, our data center and other infrastructure, our ability
to realize operating efficiencies, the advantages of our solutions as
compared to those of others, our ability to retain and hire necessary
employees and appropriately staff our operations, in particular our
India operations, and management’s response to these factors. More
information regarding these and other risks, uncertainties and factors
is contained in the Company’s filings with the Securities and Exchange
Commission (“SEC”) which are available on the SEC’s website at www.sec.gov
or the Company’s Investor Relations website at http://ir.envestnet.com/.
You are cautioned not to unduly rely on these forward-looking
statements, which speak only as of the date of this press release. All
information in this press release and its attachments is as of May 1,
2019 and, unless required by law, the Company undertakes no obligation
to publicly revise any forward-looking statement to reflect
circumstances or events after the date of this press release or to
report the occurrence of unanticipated events.
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