INFOR, INC. (Exact Name of Registrant As Specified in Its Charter) DELAWARE 333-183494-06 01-0924667 (State Or Other Jurisdiction (Commission (I.R.S
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2020 (March 31, 2020) INFOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-183494-06 01-0924667 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification Number) 641 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10011 (Address of principal executive offices) (Zip Code) (646) 336-1700 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to section 12(b) of the act: None Trading Name of exchange Title of each class Symbol on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note As previously disclosed, on February 4, 2020, Infor, Inc. (the “Company” or “Infor”) announced that an affiliate of Koch Equity Development LLC entered into a definitive agreement to acquire the remaining equity stake in the Company’s parent companies held by Golden Gate Capital and its affiliates (the “Acquisition”). On March 31, 2020, the Acquisition was completed as more fully described below in this Current Report on Form 8-K. Infor is a voluntary filer and is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the completion of the Acquisition and redemption transactions described below, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a certification on Form 15 under the Exchange Act and does not intend to file future periodic reports with the SEC on a voluntary basis. Item 5.01 Changes in Control of Registrant On March 31, 2020, Koch Software Investments, LLC (“Koch”), an affiliate of Koch Equity Development LLC, the investment and acquisition subsidiary of Koch Industries, Inc. (“Koch Industries”), completed the Acquisition (such transaction, the “Change in Control Transaction”). As a result of the Change in Control Transaction, Koch, together with its affiliates, Koch Software Equity, LLC, Koch Software Resources, LLC and Koch Software Financing, LLC (collectively, the “Koch Affiliates”), beneficially owns all of the voting securities of Infor, and Infor became a standalone indirect subsidiary of Koch Industries. The amount of funds required for the payment of the consideration for the Change in Control Transaction was funded by Koch with cash on hand. Following the completion of the Change in Control Transaction, there are no arrangements or understandings among Golden Gate Capital, on the one hand, and Koch, the Koch Affiliates, and Koch Industries, on the other hand, with respect to the election of directors or any other matters pertaining to the Company. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of March 31, 2020, the following individuals will no longer serve as directors of the Company: David Dominik, Jim Schaper, Rishi Chandna, Charles E. Phillips, Jr, Doug Ceto, Steve Feilmeier, Matthew Flamini, James B. Hannan, Sanjay Poonen, Tony Sementelli and Brett Watson. Following the closing of the Acquisition on March 31, 2020, the following individuals were elected to the board of directors of the Company: Gregory M. Giangiordano and Jay Hopkins. As of the time of this filing, the board of directors of the Company has not made a final determination regarding the committees of the board, if any, to which any of Messrs. Giangiordano, and Hopkins will be appointed. There have been no transactions involving Messrs. Giangiordano and Hopkins that would require disclosure under Item 404(a) of Regulation S-K. Item 8.01 Other Events On March 30, 2020, Infor (US), Inc., a wholly owned subsidiary of the Company, issued notices of conditional full redemption to the holders of its 6.500% Senior Notes due 2022 (the “Dollar Notes”) and its 5.750% Senior Notes due 2022 (the “Euro Notes”) for the redemption in full of all of its outstanding $1.630 billion aggregate principal amount of Dollar Notes and €350 million aggregate principal amount of its Euro Notes on May 26, 2020 (the “Redemption Date”) at a redemption price equal to the sum of 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. On March 31, 2020, as a result of the completion of the Acquisition, the condition to the redemption was satisfied. On April 6, 2020, Infor issued a press release announcing the completion of the Change in Control Transaction, which is attached as Exhibit 99.1 hereto, and is incorporated into this report by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by Infor, Inc. on April 6, 2020. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INFOR, INC. Date: April 6, 2020 By: /s/ Gregory M. Giangiordano Name: Gregory M. Giangiordano Title: Senior Vice President and General Counsel Exhibit 99.1 KOCH INDUSTRIES COMPLETES ACQUISITION OF INFOR NEW YORK – April 6, 2020 – Koch Industries, Inc. announced that it has completed the acquisition of the remaining portion of Infor from Golden Gate Capital. Infor, a global leader in business cloud software specialized by industry, has been a key component of Koch’s technological transformation. Koch companies have made more than $26 billion in technology-related investments in the past six years, transforming a global portfolio of businesses spanning multiple industries. In addition to being an investor since 2017, Koch has been a key customer, implementing Infor solutions across its businesses in areas like enterprise resource planning, human resources, supply chain, asset management and finance. The acquisition brings new key capabilities to Koch to accelerate digital transformation, while providing Infor with resources and industry knowledge to continue growing its expertise in mission critical software for industries like manufacturing, retail and distribution, among others. Additionally, Infor’s industry-leading Healthcare Operations Platform and Interoperability Solutions extend Koch’s involvement in healthcare, where Koch companies are already engaged in connected device manufacturing, medical product purification, and hospital supplies. Infor is now a standalone subsidiary of Koch Industries, and continues to operate under the company’s current management team from its headquarters in New York City. The acquisition positions Infor as one of the most well-capitalized companies in technology. Infor has invested approximately $4 billion in product design and development to deliver industry-specific CloudSuites that solve the most challenging operational issues for over 68,000 customers around the globe. “Joining Koch Industries is an exciting new chapter in Infor’s history,” said Kevin Samuelson, CEO of Infor. “It allows us to take a long-term approach, focused on developing industry-specific solutions that help customers modernize and drive immediate, tangible impact.” “It’s been clear from day one that Infor’s unique approach and innovative team are truly bringing value to the market,” said Jim Hannan, Executive Vice President and CEO of Enterprises for Koch Industries. “We want to thank Golden Gate Capital for such a productive partnership and welcome Infor’s 17,000 global employees to Koch Industries.” “We are proud to have founded and grown Infor into an industry leader over the past 18 years,” said David Dominik, Co-Founder of Golden Gate Capital. Golden Gate Capital Managing Director Rishi Chandna added, “We have enjoyed our partnership with management and Koch Industries, and wish the Infor team well in the company’s next era of growth.” Terms of the deal were not disclosed. Goldman Sachs & Co. LLC, Rothschild, Inc. and Citigroup Global Market, Inc. served as financial advisors to Koch, and Jones Day served as legal advisor to Koch. Morgan Stanley, BofA Securities and Credit Suisse served as financial advisors to Golden Gate Capital, and Kirkland & Ellis LLP and Nob Hill Law Group, P.C. served as legal advisors to Golden Gate Capital. About Infor Infor is a global leader in business cloud software specialized by industry. With over 68,000 customers worldwide, Infor is transforming the way businesses operate through best-in-class technology, expertise, and customer-centricity. To learn more, please visit www.infor.com. Infor customers include: • The top 20 aerospace companies • 9 of the top 10 high tech companies • 14 of the 25 largest U.S.