ITEM 4. Purpose of Transaction
The Reporting Persons continuously evaluate the businesses and prospects of the Issuer and its subsidiaries, and all other factors deemed
relevant in determining whether additional securities of the Issuer or its subsidiaries will be acquired by the Reporting Persons or by other accounts or funds associated with the Reporting Persons or whether the Reporting Persons or any such other
accounts or funds will dispose of Common Stock.
Except as otherwise disclosed herein, the Reporting Persons currently have no plans or
proposals which would relate to or would result in any of the matters described in Items 4 (a)-(j) of Schedule 13D; however, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider
such matters and, subject to applicable law and any limitations in the definitive agreement described in Item 6 herein, may formulate a plan with respect to such matters, and from time to time, the Reporting Persons may hold discussions with or make
formal proposals to management or the board of directors of the Issuer or its subsidiaries, other shareholders of the Issuer and its subsidiaries or other third parties regarding such matters.
ITEM 5. Interest in Securities of the Issuer
(b) The percentages of beneficial ownership in this Statement are based on an aggregate of 576,964,570 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 3, 2023.
The aggregate number of
shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose
or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by reference.
Adenza Parent is the direct holder of 85,608,414 shares of Common Stock, which shares may be deemed to be beneficially owned by Thoma Bravo
(c) Except for the transactions described in this Statement, including those described in Item 3 above, there have been no transactions in Common
Stock that were effected during the past sixty days by the Reporting Persons.
(d) (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 3 of this Statement is hereby incorporated herein by reference.
On November 1, 2023, in connection with the closing of the Transaction, the Issuer, Adenza Parent and Thoma Bravo, an affiliate of the
Reporting Persons, entered in that certain Stockholders Agreement, dated as of November 1, 2023 and attached hereto as Exhibit 99.3 (the Stockholders Agreement), pursuant to which Adenza Parent and Thoma Bravo agreed
to certain restrictions on the transfer of their shares of Common Stock and were granted the right to nominate one director to the board of directors of the Issuer for so long as Thoma Bravo and its affiliates continue to beneficially own at least
ten percent (10%) of the shares of Common Stock outstanding as of the date of the Stockholders Agreement.
The amounts reported in
this Statement will reflect certain shares held directly by Holden Spaht, Thoma Bravos representative on the board of directors of the Issuer, which may be received in respect of his service on the Issuers board of directors and which
continue to be held by Mr. Spaht for the benefit of Thoma Bravo. Pursuant to the operative agreements among Thoma Bravo and the Thoma Bravo Funds, any securities issued to Thoma Bravo-affiliated persons serving as directors of portfolio companies,
such as the Issuer, are held for the benefit of Thoma Bravo, and proceeds received by Thoma Bravo from such securities will ultimately result in a reduction in the management fee payable by the Thoma Bravo Funds. As of the date of this Statement,
Mr. Spaht has not received any shares of the Issuer.
Registration Rights Agreement
On November 1, 2023 in connection with the closing of the Transaction, the Issuer and Adenza Parent entered into that certain Registration
Rights Agreement, dated as of November 1, 2023 and attached hereto as Exhibit 99.4 (the Registration Rights Agreement), pursuant to which Adenza Parent and certain of its affiliates were granted customary registration rights to,
among other things, require the Issuer to register, at its expense, shares of Common Stock.