Upland Software, Inc. Adopts Tax Benefit Preservation Plan for Net Operating Losses
03 5월 2023 - 10:00PM
Business Wire
Upland Software, Inc. (“Upland”) (NASDAQ: UPLD) announced today
that its Board of Directors (the “Board”) has adopted a tax benefit
preservation plan (the “Plan”) designed to preserve the
availability of its net operating loss carryforwards (“NOLs”) and
other tax attributes under the Internal Revenue Code (the
“Code”).
As of March 31, 2023, Upland had approximately $147 million of
U.S. federal NOLs as well as other tax attributes that could be
available in certain circumstances to reduce future U.S. corporate
income tax liabilities. These NOLs are primarily attributable to
the pre-acquisition operations of the entities acquired by Upland
since its founding in 2010, including acquisition-related expenses.
Upland’s ability to use these NOLs (as well as other tax
attributes) would be substantially limited if Upland were to
experience an “ownership change” within the meaning of Section 382
of the Code. In general, an ownership change would occur if
stockholders that own (or are deemed to own) at least 5 percent or
more of Upland’s stock increased their cumulative ownership in
Upland by more than 50 percentage points over their lowest
ownership percentage within a rolling three-year period. The Plan
is intended to reduce the likelihood of such an ownership change by
deterring any person or group from acquiring beneficial ownership
of 4.9% or more of Upload’s outstanding common stock.
The Plan is similar to those adopted by numerous other public
companies with significant NOLs. The Plan is not designed to
prevent any action that the Board determines to be in the best
interests of Upland and its stockholders, and will help to ensure
that the Board remains in the best position to discharge its
fiduciary duties.
As part of the Plan, the Board declared a dividend of one
preferred stock purchase right, which are referred to as “rights,”
for each outstanding share of Upland common stock. The dividend
will be payable to holders of record as of the close of business on
May 12, 2023. Any shares of Upland common stock issued after the
record date will be issued together with the rights.
The rights will initially trade with Upland’s common stock and
will generally become exercisable if a person or group, without the
approval of the Board, acquires 4.9% or more of Upland’s
outstanding common stock. Under the Plan, any person which
currently owns 4.9% or more of Upland’s outstanding common stock
may continue to own its shares of common stock but may not acquire
any additional shares without triggering the Plan (except as
otherwise specified in the Plan). If the rights become exercisable,
all holders of rights (other than the triggering person) will be
entitled to purchase Upland common stock at a 50% discount or
Upland may exchange each right held by such holders for one share
of Upland common stock. Rights held by the triggering person will
become null and void and will not be exercisable.
The Board has established procedures by which it will consider
requests by stockholders to exempt certain acquisitions of Upland
common stock from the Plan if the Board determines that doing so
would not limit or impair the availability of the tax benefits or
is otherwise in the best interests of Upland.
The Plan took effect on May 2, 2023 and is scheduled to continue
in effect until May 1, 2024, unless terminated earlier in
accordance with its terms.
Additional information about the Plan will be available on a
Form 8-K to be filed by Upland with the Securities and Exchange
Commission (the “SEC”).
About Upland Software
Upland helps global businesses accelerate digital transformation
with a powerful cloud software library that provides choice,
flexibility, and value. Our growing library of products delivers
the “last mile” plug-in processes, reporting, and job specific
workflows that major cloud platforms and homegrown systems don’t
provide. We focus on specific business challenges and support every
corner of the organization, operating at scale and delivering quick
time to value for our ~1,800 enterprise customers. To learn more,
visit www.uplandsoftware.com.
Forward-Looking Statements
This release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements generally relate to future events or our
future financial or operating performance, including our guidance
related to future performance, and are subject to substantial
risks, uncertainties and assumptions. We may not actually achieve
the plans, intentions, or expectations disclosed in our
forward-looking statements. Our forward-looking statements do not
reflect the potential impact of any future acquisitions, mergers,
dispositions, joint ventures, or investments we may make.
Accordingly, you should not place undue reliance on these
forward-looking statements. Forward-looking statements include any
statement that does not directly relate to any historical or
current fact and often include words such as “anticipate,”
“believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,”
“hope,” “predict,” “could,” “should,” “would,” “project,” “plan,”
“expect” or the negative or plural of these words or similar
expressions, although not all forward-looking statements contain
these words. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various
important factors, including, but are not limited to our financial
performance and our ability to achieve or sustain profitability or
predict future results; our plans regarding future acquisitions and
our ability to consummate and integrate acquisitions; our ability
to expand our go to market operations, including our marketing and
sales organization, and successfully increase sales of our
products; our ability to obtain financing in the future on
acceptable terms or at all; our expectations with respect to
revenue, cost of revenue and operating expenses in future periods;
our expectations with regard to revenue from perpetual licenses,
usage fees and professional services; our ability to adapt to
macroeconomic factors impacting the global economy, including
foreign currency exchange risk, inflation and supply chain
constraints; our ability to attract and retain customers; our
ability to successfully enter new markets and manage our
international expansion; our ability to comply with privacy laws
and regulations; our ability to deliver high-quality customer
service; our plans regarding, and our ability to effectively
manage, our growth; maintaining our senior management team and key
personnel; the performance of our resellers; our ability to adapt
to changing market conditions and competition; our ability to adapt
to technological change and continue to innovate; global economic
and financial market conditions and uncertainties; the growth of
demand for cloud-based, digital transformation applications; our
ability to integrate our applications with other software
applications; maintaining and expanding our relationships with
third parties; costs associated with defending intellectual
property infringement and other claims; our ability to maintain,
protect and enhance our brand and intellectual property; our
expectations with regard to trends, such as seasonality, which
affect our business; impairments to goodwill and other intangible
assets; our beliefs regarding how our applications benefit
customers and what our competitive strengths are; the operation,
reliability and security of our third-party data centers; the risk
that we did not consider another contingency included in this list;
our expectations as to the payment of dividends; and factors that
could affect our business and financial results identified in
Upland’s filings with the SEC, including Upland’s most recent 10-K
filed with the SEC. Additional information will also be set forth
in Upland’s future quarterly reports on Form 10-Q, annual reports
on Form 10-K and other filings that Upland makes with the SEC.
Additional information will also be set forth in Upland’s future
quarterly reports on Form 10-Q, annual reports on Form 10-K and
other filings that Upland makes with the SEC. The forward-looking
statements herein represent Upland’s views as of the date of this
press release, and these views could change. However, while Upland
may elect to update these forward-looking statements at some point
in the future, Upland specifically disclaims any obligation to do
so, except as required by law. These forward-looking statements
should not be relied upon as representing the views of Upland as of
any date subsequent to the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230503005345/en/
Investor Relations Contact: Mike Hill
investor-relations@uplandsoftware.com 512-960-1031
Media Contact: Kendell Kelton media@uplandsoftware.com
678-575-7428
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