Form SCHEDULE 13D/A VERINT SYSTEMS INC Filed by: Valor Buyer LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Verint Systems Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
92343X100 (CUSIP Number) |
Jason Wright Valor Buyer LP, c/o Apax Partners US, LLC, 601 Lexington Avenue, 53rd Floor New York, NY, 10022 (212) 753-6300 Leo M. Greenberg, P.C. Kirkland & Ellis LLP, 601 Lexington Avenue New York, NY, 10022 (212) 446-4800 Joshua N. Korff, P.C. Kirkland & Ellis LLP, 601 Lexington Avenue New York, NY, 10022 (212) 446-4800 Ross M. Leff, P.C. Kirkland & Ellis LLP, 601 Lexington Avenue New York, NY, 10022 (212) 446-4800 Abhishek Kolay, P.C. Kirkland & Ellis LLP, 601 Lexington Avenue New York, NY, 10022 (212) 446-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Valor Buyer LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,477,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.61 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon the Common Stock issuable upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25 ("Issuable Common Shares").
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Valor Buyer GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,477,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.61 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25.
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Valor Topco Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,477,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.61 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25.
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Apax X GP Co. Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,420,127.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25.
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Apax X GP S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
57,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25.
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| CUSIP No. | 92343X100 |
| 1 |
Name of reporting person
Apax Guernsey (Holdco) PCC Limited Apax X Cell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,477,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.61 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25.
The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
Verint Systems Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
225 BROADHOLLOW ROAD, MELVILLE,
NEW YORK
, 11747. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed with the SEC on May 18, 2020, as amended by Amendment No. 1 filed with the SEC on June 12, 2020, and as amended by Amendment No. 2 filed with the SEC on April 9, 2021 (the "Schedule 13D"). Unless otherwise set forth herein, the disclosures set forth in the Schedule 13D remain unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following at the end thereof:
Voting Agreement
On August 24, 2025, the Issuer, Calabrio, Inc., a Delaware corporation ("Parent") and Viking Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the "Merger"). In connection with the transactions contemplated by the Merger Agreement, on August 24, 2025, Valor Buyer LP, in its capacity as a stockholder of the Issuer, entered into a Voting and Support Agreement (the "Voting Agreement"), with Parent and the Issuer. Under the Voting Agreement, Valor Buyer LP has committed to vote its shares of Preferred Stock in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and against (i) any action, proposal, transaction or agreement that, to its knowledge, would reasonably be expected to result in any condition set forth in Article VII of the Merger Agreement not being satisfied and (ii) any competing transaction or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement. The Voting Agreement also includes certain restrictions on transfer of the shares of Preferred Stock held by Valor Buyer LP and its controlled affiliates. The Voting Agreement terminates in certain circumstances, including in connection with the Issuer's termination of the Merger Agreement in order to accept a superior proposal, or upon a change in recommendation in the event of an Intervening Event (as defined in the Merger Agreement).
The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, filed herewith as Exhibit 9 and is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. | |
| (c) | None of the Reporting Persons have effected any transactions in the Issuer's Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to incorporate by reference at the end thereof the information set forth in Item 4 of this Amendment No. 3. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 1 Joint Filing Agreement, dated as of April 9, 2021 incorporated by reference into this Schedule 13D
Exhibit 9 Voting and Support Agreement, dated August 24, 2025, by and between Verint Systems Inc., Calabrio, Inc. and Valor Buyer LP | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Valor Buyer LP By: Valor GP LLC Its: General Partner,
Apax X GP S.a r.l., in its capacity as Managing General Partner of APAX X EUR SCSp,
Apax Guernsey (Holdco) PCC Limited acting in respect of its Apax X Cell Limited |
ATTACHMENTS / EXHIBITS