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Subsequent Events | 6 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
Subsequent Events | SUBSEQUENT EVENTS On September 28, 2025, we entered into a definitive agreement (the “Merger Agreement”) with Oak-Eagle AcquireCo, Inc. (“Parent”) and Oak-Eagle MergerCo, Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are entities formed by an investor consortium comprised of The Public Investment Fund (“PIF”), private investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”), and private investment funds affiliated with Affinity Partners (“Affinity,” and, together with PIF and Silver Lake, the “Consortium”). Under the terms of the Merger Agreement, each share of our common stock (other than shares held by the Company, Parent or Merger Sub, and shares owned by stockholders who have properly exercised appraisal rights) will convert into the right to receive $210 per share in cash, without interest (the “Merger”). The Merger is expected to close in the first quarter of fiscal 2027 and is subject to certain closing conditions, including the adoption of the Merger Agreement by holders of a majority of the aggregate voting power of the outstanding shares of our common stock entitled to vote thereon, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other specified regulatory approvals, including other applicable U.S. and foreign antitrust approvals, approval by the Committee of Foreign Investment in the United States (CFIUS), and approval under foreign direct investment laws or regulations in certain jurisdictions, and the absence of legal restraints in specified jurisdictions prohibiting consummation of the Merger. Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. PIF, certain private investment funds affiliated with Silver Lake and certain private investment funds affiliated with Affinity have severally committed to capitalize Parent at the closing of the Merger with equity financing for the transaction. Pursuant to a debt commitment letter, certain financing sources have committed to provide Parent with $20 billion of debt financing to fund in part, the transactions contemplated by the Merger Agreement. The Merger is not subject to a financing condition. The Company has made customary representations, warranties and covenants in the Merger Agreement, including covenants to use commercially reasonable efforts to conduct its business in the ordinary course during the period between the date of the Merger Agreement and the closing of the Merger. The Company is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, engage in discussions with third parties regarding alternative acquisition proposals and change its recommendation that stockholders vote in favor of the Merger. In the event the Company receives an unsolicited acquisition proposal from a third party that the Board determines in good faith constitutes or is reasonably likely to result in a Superior Proposal, the Company may engage in discussions with a third party that has made such a proposal. The Merger Agreement contains certain termination provisions, including a termination fee of up to $1 billion payable by the Company under specified circumstances, and which is reduced to $540 million if such termination occurs within time periods specified in the Merger Agreement. We also expect to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. If the Merger is completed, the Company’s common stock will be delisted from the NASDAQ Stock Market and deregistered under the Securities Exchange Act of 1934. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 29, 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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