Twelve days before Cvent announced a $1.65 billion deal to go private, the high-flying Tysons Corner technology upstart handed out hundreds of thousands of shares of stock and stock options to its top executives, according to the company’s filings with the Securities and Exchange Commission.
The awards soared in value after private equity firm Vista Equity Partners agreed to buy the event management firm for $36 a share, a 69 percent premium over Cvent’s stock price the prior trading day. An analysis by the executive compensation research firm Equilar estimated that the $4.87 million in total grants to executives stand to rise to $15.53 million as a result of the deal.
In an SEC filing, the company said the stock awards were granted under the terms of an executive incentive plan put into place three years ago. Cvent chief executive Reggie K. Aggarwal said the company vetted the distribution with its attorneys.
“It’s simple: normal course of business,” Aggarwal said.
Before this April, Cvent appears to have approved similar grants twice, in December 2014 and October 2015, to be distributed in later years, according to SEC filings. Aggarwal said the company had hoped to deliver the latest round of grants at the end of March but held off because executives were out of town dealing with the acquisition.
“This one got delayed by a few days because we were going through this whole thing, and so everything got put on hold,” Aggarwal said.
Cvent specializes in software and services that help groups manage events. Aggarwal co-founded the company during the go-go days of the dot-com boom in 1999. He started with a $100,000 loan from his parents, added in his own savings, and boosted the company from six employees to 125 in a matter of months.
He also got a number of high-profile locals to invest in the fledgling firm, including former AOL chairman Steve Case, MicroStrategy co-founder Sanju K. Bansal, the Carlyle Group’s managing director Edward Mathias and Atlantic Media Chairman David Bradley.
But when the dot-com bubble burst in the early 2000s, the outlook soured. Aggarwal was facing bankruptcy and let go 80 percent of his staff. In the years that followed, Cvent built itself back up into a multimillion-dollar firm with big-name customers including Walmart, Verizon and Marriott International; last year, it posted $187.7 million in revenue. In the process, it became known as one of the region’s technology success stories, hailed by business leaders and trade groups alike for its comeback.
Cvent went public in August 2013 under the federal Jumpstart Our Business Startups Act, which offered relaxed rules for young companies, exempting Cvent from reporting various disclosures required of larger, more established public companies.
Aggarwal said the company recently received an unsolicited buyout offer from a large software company he declined to name. A number of other firms followed suit, but Vista — an Austin, Tex., investment firm that last month purchased software firm Solera Holdings for $6.5 billion — had the highest bid. A Vista representative did not immediately respond to a call for comment.
Vista’s takeover plan, unanimously favored by Cvent’s board, would take the public company private. The deal is slated to be completed in the third quarter of this year, awaiting approval from regulators and shareholders.
The deal was announced April 18. On April 6, according to SEC filings, eight executives received a total of 223,890 shares of the company’s common stock and 523,624 stock options.
The options allow employees to buy a certain number of shares in the future at a price set now. But executives would be able to cash in those shares sooner in the event a sale of the company is finalized, based on the filings.
Aggarwal received the largest chunk of shares — 74,034 — along with 173,148 options, according to SEC filings. The grant, initially worth $1.61 million, would grow to $5.14 million based on Vista’s $36-a-share offer, according to Equilar’s estimates.
In all, Aggarwal said he owns roughly 10.6 percent of the company, making him its largest individual shareholder. Company insiders, including its executives and directors, own roughly 25 percent of the company, according to an April 17 filing.
Securities experts said Cvent’s 2013 stock incentive plan includes no explicit guidelines on when awards can be granted — every March, say, or in regular, pre-determined periods.
Instead, the document filed with the SEC on July 29, 2013, says executives can be granted shares of the company “at any time and from time to time” as determined by its board.
“If it were under a formula, it seems to me it’s not problematic,” said Thomas Lee Hazen, a professor at the University of North Carolina School of Law who specializes in corporate, securities and commodities law. “If they were using their own discretion — well, it’s not necessarily illegal, but it is a very gray area.”