SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On January 18, 2022 (the "Closing Date"), the Company completed the previously announced acquisition of Fuze Inc. pursuant to the Agreement and Plan of Merger agreement (the "Merger Agreement"), filed with the SEC on December 1, 2021. The Company expects the acquisition to further accelerate product innovation through increased research and development resources as well as expand the Company's enterprise customer base and global presence. Under the terms of the Merger Agreement, the Company acquired 100% of the equity of Fuze, Inc. on a cash-free, debt-free basis for approximately $250.0 million in cash and stock valued at the time of announcement, which at the Closing Date, the estimated merger consideration was approximately $211.9 million comprised of $79.0 million in stock consideration and $132.9 million in cash consideration, subject to certain adjustments. The consideration is subject to change based on (i) purchase price adjustment provisions and (ii) certain indemnifications related to representations and warranties, and the resolution of outstanding tax obligations. A portion of the consideration will be placed in escrow to satisfy these indemnifications as described in the Merger Agreement. The Company issued a total of 5,623,429 shares of Common Stock in connection with the acquisition, of which the Company estimates 5,104,308 shares are expected to be included in consideration, after adjusting for indemnifications and post-combination compensation.

The Company estimates that the total consideration will be primarily allocated to purchase price consideration. For accounting purposes, the equity consideration will be valued based on the price of the Company's common stock on the acquisition Closing Date, which was $15.48. The acquisition will be accounted for as a business combination and, accordingly, the total purchase price will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition close date. Due to the timing of the close, acquisition accounting is incomplete and the Company is in the process of estimating the initial purchase price allocation, which will be reported in its fiscal 2022 annual report on Form 10-K. The Company incurred transaction costs of approximately $5.5 million included within the general and administrative expenses for the three and nine months ended December 31, 2021 in connection with the business combination for legal, accounting and other professional and service fees.

Pursuant to the terms of the Merger Agreement, the Company registered the shares for resale on a registration statement, which was filed with the SEC on January 25, 2022, and has agreed to maintain the effectiveness until all Indemnity Holdback Shares have been issued to the extent required under the Merger Agreement, or such earlier time as all of the Acquisition Shares (including the Indemnity Holdback Shares) have been sold or are no longer outstanding.