DGNS Dragoneer Growth Opportunities Corporation II

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

 

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders of Cvent Holding Corp., a Delaware corporation (“Cvent” or the “Company”), which will be held virtually on Thursday, June 1, 2023 at 9 a.m., Eastern time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting by visiting www.virtualshareholdermeeting.com/CVT2023SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of March 14, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Capstone Borrower, Inc., a Delaware corporation (“Parent”), and Capstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) on the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub are affiliates of funds managed by affiliates of Blackstone Inc. (“Blackstone”).

If the Merger is completed, you will be entitled to receive $8.50 in cash, without interest (the “Merger Consideration”), for each share of common stock, par value $0.0001 per share, of the Company (referred to as the “Company common stock” or “Cvent common stock”) that you own as of immediately prior to the effective time of the Merger (the “Effective Time”), unless you seek and perfect your statutory appraisal rights under Delaware law.

A special committee (the “Special Committee”) of the board of directors of the Company (the “Board,” the “Cvent Board” or the “Company Board”), comprised solely of disinterested and independent members of the Company Board, unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other transaction documents contemplated by the Merger Agreement (the “Transaction Documents”), upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (c) resolved to recommend that the Company Board approve and adopt the Merger Agreement and the other Transaction Documents. The Company Board, acting on the recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Cvent Board recommends a vote “FOR” the proposal to adopt the Merger Agreement and “FOR” each of the other proposals to be voted on at the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read this proxy statement, the accompanying annexes and any documents incorporated by reference in this proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of Cvent common stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by stockholders holding a majority of the outstanding shares of Cvent common stock entitled to vote at the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.virtualshareholdermeeting.com/CVT2023SM or by submitting a proxy via telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or, by signing, voting and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Cvent common stock held in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact Cvent’s Investor Relations team:

Cvent Holding Corp.

Attn: Investor Relations

1765 Greensboro Station Place, 7^th Floor

Tysons, Virginia 22102

Telephone: (703) 226-3500

Email: CventIR@icrinc.com

On behalf of the Cvent Board, I thank you for your ongoing support and appreciate your consideration of these matters.

The accompanying proxy statement is dated May 3, 2023 and the form of proxy is first being mailed to holders of Cvent common stock on or about May 3, 2023.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other Transaction Documents or passed upon the adequacy or accuracy of the disclosure in this document and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

 

Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.virtualshareholdermeeting.com/CVT2023SM or submit a proxy by telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or by signing, voting and returning the enclosed proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Cvent common stock held in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the non-binding, advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

Tysons, Virginia

May 3, 2023

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of Cvent common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a Cvent stockholder of record, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (a) return your proxy card, (b) grant your proxy electronically over the Internet or by telephone or (c) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other proposals.

You should carefully read and consider the entire proxy statement and the accompanying annexes, including the Merger Agreement attached as Annex A, along with all of the documents incorporated by reference in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Please contact Cvent’s Investor Relations team if you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement; the Special Meeting or the accompanying proxy statement; would like additional copies of the accompanying proxy statement; or need help submitting a proxy to have your shares of Cvent common stock voted:

Cvent Holding Corp.

Attn: Investor Relations

1765 Greensboro Station Place, 7^th Floor

Tysons, Virginia 22102

Telephone: (703) 226-3500

Email: CventIR@icrinc.com

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Cvent common stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

On March 14, 2023, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Cvent, with Cvent surviving as a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Cvent Board in favor of the proposal to adopt the Merger Agreement and the other matters to be voted on at the Special Meeting as described in this proxy statement.

Each share of Cvent common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or as to which holders or beneficial owners thereof have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration.

The exchange of shares of Cvent common stock for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement titled “The Merger — Material U.S. Federal Income Tax Considerations.” You are urged to consult your own tax advisor for a full understanding of how the Merger will affect you for federal, state, local and/or non-U.S. tax purposes.

The Merger Consideration of $8.50 per share represents a premium of approximately 52% to the volume weighted average share price over the 90 days prior to January 30, 2023 – the day before media reports of a potential transaction were published. On May 2, 2023, the most recent practicable date before the filing of this proxy statement, the closing price of Cvent common stock was $8.42 per share.

Each Option granted in 2022 (other than Options granted to Mr. Aggarwal which will be governed by their original terms) will be modified so that the tranche of such Option that would have otherwise vested in 2026 will instead vest (a) 40% on July 1, 2024 and (b) 60% on July 1, 2025, in each case, subject to the holder’s continued service through the applicable vesting dates.

Each Vested Option, in each case, with an exercise price per share less than the Merger Consideration will, at the Effective Time, be automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Cvent common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess of the Merger Consideration minus the per share exercise price of such Vested Option.

Each Unvested Option that has an exercise price per share less than the Merger Consideration will, at the Effective Time, be automatically cancelled and converted into the right to receive the Cash Replacement Option Amounts, which Cash Replacement Option Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable (without interest and subject to applicable withholding taxes) at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms.

Each Option (whether a Vested Option or an Unvested Option) with an exercise price per share that is equal to or greater than the Merger Consideration will be cancelled automatically at the Effective Time for no consideration.

Each RSU award granted in 2022 (other than RSU awards granted to Mr. Aggarwal which will be governed by their original terms) will be modified so that the tranche of such RSU award that would have otherwise vested in 2026 will instead vest (a) 40% on July 1, 2024 and (b) 60% on July 1, 2025, in each case, subject to the holder’s continued service through the applicable vesting dates.

Each Vested RSU award will automatically, at the Effective Time, be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of Cvent common stock subject to such Vested RSU award as of immediately prior to the Effective Time.

Each Unvested RSU award will automatically, at the Effective Time, be cancelled and converted into and will become the right to receive the Cash Replacement RSU Amounts, which Cash Replacement RSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable (without interest and subject to applicable withholding taxes) at the same time as the Unvested RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms.

The special meeting will be held virtually on Thursday, June 1, 2023, at 9 a.m., Eastern time. Cvent is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CVT2023SM and by using the 16-digit control number included in their proxy materials.

Only holders of record of Cvent common stock as of the close of business on May 1, 2023, the record date for the Special Meeting, are entitled to vote the shares of Cvent common stock they held as of the record date at the Special Meeting. As of the close of business on the record date, there were 491,620,840 shares of Cvent common stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each holder of Cvent common stock is entitled to one vote for each share of Cvent common stock held by such stockholder on the record date.

Cvent is hosting the Special Meeting virtually. There will be no physical location for stockholders to attend. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CVT2023SM and by using the 16-digit control number included in their proxy materials.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/CVT2023SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/CVT2023SM.

At the Special Meeting, holders of Cvent common stock will be asked to consider and vote on the following proposals:

Pursuant to Cvent’s Bylaws, the only business that will be transacted at the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

The representation in person or by proxy of at least a majority of the outstanding shares of Cvent common stock entitled to vote at the Special Meeting is necessary to constitute a quorum for the transaction of business. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of Cvent common stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Certain stockholders of the Company have executed the Voting Agreements concurrently with the execution of the Merger Agreement, pursuant to which such stockholders have agreed, among other things, to vote all shares of Cvent common stock owned by them, collectively constituting approximately 87.5% of the Company’s outstanding common stock, in favor of the approval and adoption of the Merger Agreement. For more information, see the section of this proxy statement titled “Voting Agreements.”

Assuming a quorum is present, the approval of the Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the holders of a majority of the shares of Cvent common stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal. The approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

Assuming a quorum is present, the approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the shares of Cvent common stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

If a beneficial owner of shares of Cvent common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds the owner’s shares with specific voting instructions, then, under

applicable rules, the organization that holds the owner’s shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more other matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. Cvent does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of Cvent common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Cvent common stock will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal.

The Cvent Board (acting on the recommendation of the Special Committee) recommends a vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Cvent Board considered in determining to recommend that Cvent stockholders adopt the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Cvent Board.” In addition, in considering the recommendation of the Cvent Board with respect to the Merger Agreement, you should be aware that certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory (non-binding) vote with respect to certain payments that may be made to the Company’s named executive officers in connection with the Merger.

The vote on the Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Cvent, the Cvent Board, Parent or the surviving corporation. Accordingly, because Cvent is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the holders of Cvent common stock and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

The record date for the Special Meeting is earlier than the date of the Special Meeting. If you sell or transfer your shares of Cvent common stock after the record date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares. In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Cvent common stock through the Effective Time. In addition, if you demand appraisal for any of your shares of Cvent common stock, you will lose your right to appraisal with respect to any such shares that you thereafter sell or transfer prior to the Effective Time.

A proxy is your legal designation of another person to vote your shares of Cvent common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Cvent common stock is called a “proxy card.”

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If you are a stockholder of record as of the record date, you may vote by submitting your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may also vote your shares by ballot via the Internet during the Special Meeting. Even if you plan to attend the Special Meeting, you are encouraged to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

If you are a holder of record of shares of Cvent common stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal, the Compensation Proposal and, if necessary or appropriate, the Adjournment Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Cvent common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

If you are a beneficial owner of shares of Cvent common stock held in “street name,” you must follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal.

If you abstain from voting, fail to cast your vote via the Internet during the Special Meeting or by proxy or fail to give voting instructions to your broker, it will have the same effect as a vote “AGAINST” the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

Yes. If you are a stockholder with shares of Cvent common stock registered in your name as of the record date, you may revoke your proxy at any time prior to the time it is voted by:

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Cvent Holding Corp., 1765 Greensboro Station Place, 7^th Floor, Tysons, Virginia 22102, Attention: General Counsel and Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting.

If you are a beneficial owner of shares of Cvent common stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares electronically at the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Cvent common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Cvent common stock. If you are a holder of Cvent common stock of record and your shares of Cvent common stock are registered in more than one name, you will receive more than one proxy card. Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of Cvent common stock are voted.

No. Promptly after the Effective Time, each holder of a certificate representing shares of Cvent common stock that have been converted into the right to receive the Merger Consideration will be sent a letter of transmittal describing the procedure for surrendering his, her, its or their shares in exchange for the Merger Consideration. If you hold your shares in certificated form, you will receive your cash payment after the Payment Agent receives your stock certificates and any other documents requested in the instructions. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Payment Agent without a letter of transmittal. If you hold shares of Cvent common stock in uncertificated, book-entry form, you will not be required to deliver a stock certificate, and you will receive your cash payment after the Payment Agent receives an “agent’s message” and any other documents requested in the instructions.

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Cvent files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

If the Merger is completed, holders of Cvent common stock who continuously hold shares of Cvent common stock through the Effective Time and who do not vote such shares in favor of the adoption of the Merger Agreement, and beneficial owners of shares of Cvent common stock held either in voting trust or by a nominee on behalf of such person who beneficially own shares of Cvent common stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement, and in either case who properly demand appraisal of their shares and do not withdraw their demands, and who otherwise comply with the applicable requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of Cvent common stock in connection with the Merger under Section 262 of the DGCL. This means that holders and such beneficial owners of shares of Cvent common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Cvent common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders and beneficial owners of Cvent common stock who wish to seek appraisal of their

shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

We are working toward completing the Merger as promptly as possible, and currently expect the transaction to close mid-year 2023, pending the receipt of applicable regulatory approvals and a stockholder vote in favor of the adoption of the Merger Agreement. However, the exact timing of completion of the Merger cannot be accurately predicted, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. According to the terms of the Merger Agreement, the consummation of the Merger will not occur prior to June 15, 2023, without the prior written consent of Parent.

If the Merger is consummated, Merger Sub will be merged with and into Cvent, the separate corporate existence of Merger Sub will thereupon cease, and Cvent will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the Merger, shares of Cvent common stock will be delisted from Nasdaq, and the registration of shares of Cvent common stock under the Exchange Act will be terminated.

If the Merger Proposal is not approved by our stockholders, or if the Merger is not completed for any other reason, the holders of Cvent common stock will not receive any payment for their shares of Cvent common stock in connection with the Merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of Cvent common stock. Cvent common stock will continue to be registered under the Exchange Act and listed and traded on Nasdaq. Under certain circumstances, if the Merger is not completed, Cvent may be obligated to pay to Parent a termination fee or Parent may be obligated to pay to Cvent a termination fee, as applicable. For more information, see the section of this proxy statement titled “The Merger Agreement — Termination Fees and Expenses.”

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. If your shares are held in “street name,” you will receive your proxy card or other voting information from your bank, broker or other nominee and you will return your proxy card(s) to your bank, broker or other nominee. You should vote on and sign each proxy card you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Cvent’s Investor Relations team:

Cvent Holding Corp.

Attn: Investor Relations

1765 Greensboro Station Place, 7^th Floor

Tysons, Virginia 22102

Telephone: (703) 226-3500

Email: CventIR@icrinc.com

This proxy statement, and any documents to which Cvent refers to in this proxy statement, contains “forward-looking statements,” which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including:

While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in this proxy statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the Merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Cvent Holding Corp.

1765 Greensboro Station Place, 7^th Floor

Tysons, Virginia 22102

(703) 226-3500

Cvent is a Delaware corporation incorporated in 2021. On December 8, 2021, we consummated a business combination pursuant to which, among other things, promptly following the de-registration of the Company (f/k/a Dragoneer Growth Opportunities Corp. II) as an exempted company in the Cayman Islands and the continuation and domestication of the Company as a corporation in the State of Delaware with the name “Cvent Holding Corp.”, we became a Nasdaq-listed company.

Cvent is a leading cloud-based platform of event marketing and management and hospitality solutions. We power the marketing and management of meetings and events through our Event Cloud and Hospitality Cloud solutions. Our Event Cloud consists of tools to enable event organizers to manage the entire event lifecycle and deliver engaging experiences across every type of event and all event formats: in-person, virtual and hybrid. Event Cloud serves as the system of record for event and engagement data collected across an organization’s total event program, which comprises every internal and external event an organization hosts or attends. Our Hospitality Cloud offers a marketplace that connects event organizers looking for the appropriate event space for their in-person and hybrid events with hoteliers and venue operators through a vertical search engine built on our proprietary database of detailed event space information. In addition, our Hospitality Cloud provides marketing and software solutions that hotels and venues leverage to digitally showcase their event space to attract valuable leads and grow their businesses. This combination of our Event Cloud and Hospitality Cloud solutions results in a cohesive platform.

Shares of Cvent common stock are listed on Nasdaq under the symbol “CVT.” Our principal executive office is located at 1765 Greensboro Station Place, 7^th Floor, Tysons, Virginia 22102, our telephone number is (703) 226-3500, and our Internet address is http://www.cvent.com. Information on Cvent’s website is not incorporated by reference into or otherwise part of this proxy statement. Additional information about Cvent is contained in our public filings. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

Capstone Borrower, Inc.

c/o Blackstone, Inc.

345 Park Avenue

New York, NY 10145

(212) 583-5000

Parent was formed on March 9, 2023 by investment funds managed by affiliates of Blackstone solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Upon completion of the Merger, Cvent will be a wholly owned subsidiary of Parent.

Capstone Merger Sub, Inc.

c/o Blackstone, Inc.

345 Park Avenue

New York, NY 10145

(212) 583-5000

Merger Sub is a wholly owned subsidiary of Parent and was formed on March 9, 2023 by Parent solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Upon completion of the Merger, Merger Sub will cease to exist.

Parent and Merger Sub are affiliates of investment funds managed by affiliates of Blackstone. Blackstone is one of the world’s leading investment firms, with Total Assets Under Management of $974.7 billion as of December 31, 2022. At the Effective Time, Cvent, the surviving corporation will be indirectly majority owned by investment funds managed by affiliates of Blackstone.

In connection with the transactions contemplated by the Merger Agreement, MSSF, UBS and Citizens have provided certain senior secured term loan and revolving credit commitments. The amounts committed under the Debt Commitment Letter will be used for the purpose of, among other things, allowing Parent and/or Merger Sub to fund a portion of the aggregate Merger Consideration, repay in full all of the outstanding indebtedness under the Company credit agreement, and pay related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Financing and the Preferred Equity Financing). For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

In addition, the Guarantors have provided Parent with an equity commitment. The amounts committed under the Equity Commitment Letters will be used solely for the purpose of allowing Parent and/or Merger Sub to fund a portion of the aggregate Merger Consideration and to pay related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Merger). In addition, the Guarantors have agreed to guarantee the payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $282,216,878. For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

We are furnishing this proxy statement to the holders of Cvent common stock as part of the solicitation of proxies by the Cvent Board for use at the Special Meeting and at any adjournments or postponements thereof.

The Special Meeting will be held virtually on Thursday, June 1, 2023, at 9 a.m., Eastern time. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CVT2023SM, where you, or your proxy, will be able to vote electronically and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting. Cvent is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. We continue to use the virtual meeting format to facilitate stockholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our stockholders.

At the Special Meeting, holders of Cvent common stock will be asked to consider and vote on the following proposals:

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

The Special Committee, comprised solely of disinterested and independent members of the Company Board, unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (c) resolved to recommend that the Company Board approve and adopt the Merger Agreement and the other Transaction Documents. The Company Board, acting on the recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Cvent Board recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the advisory, non-binding Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

For a discussion of the material factors that the Special Committee and the Cvent Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Cvent Board.”

Only holders of Cvent common stock of record as of the close of business on May 1, 2023, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Cvent common stock they held on the record date at the Special Meeting. As of the close of business on the record date, 491,620,840 shares of Cvent common stock were issued

and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each holder of Cvent common stock is entitled to one vote for each share of Cvent common stock held by such stockholder on the record date. Assuming a quorum is present, the adoption of the Merger Agreement by the holders of Cvent common stock requires the affirmative vote of stockholders holding a majority of the outstanding shares of Cvent common stock entitled to vote thereon as of the close of business on the record date.

A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting beginning ten days prior to the Special Meeting and ending on the date of the Special Meeting at our corporate headquarters and principal executive offices located at 1765 Greensboro Station Place, 7^th Floor, Tysons, Virginia 22102. Such list will also be available during the webcast of the virtual meeting at www.virtualshareholdermeeting.com/CVT2023SM.

The representation in person or by proxy of at least a majority of the outstanding shares of Cvent common stock entitled to vote at the Special Meeting, or 245,810,421 shares of Cvent common stock, is necessary to constitute a quorum for the transaction of business. If a quorum shall fail to attend the Special Meeting, the chairman of the meeting or the holders of a majority of the voting power of the shares of Cvent common stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another time and/or place. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of Cvent common stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, stockholder approval of the Merger Proposal is a condition to the consummation of the Merger.

Assuming a quorum is present, the approval of the Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the holders of a majority of the shares of Cvent common stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal.

The vote on the Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Cvent, the Cvent Board, Parent or the surviving corporation. Accordingly, because Cvent is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the holders of Cvent common stock and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote.

Assuming a quorum is present, the approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Cvent common stock present, in person or represented by proxy, at the Special Meeting

and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.

Whether or not you plan to attend the Special Meeting virtually and regardless of the number of shares of Cvent common stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.

To ensure that your shares of Cvent common stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:

The Internet and telephone procedures for submitting proxies are designed to authenticate your identity and to allow you to cause your shares of Cvent common stock to be voted for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

Proxies submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m., Eastern time, May 31, 2023.

If you submit your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of Cvent common stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

If a beneficial owner of shares of Cvent common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. Cvent does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Cvent common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Cvent common stock will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you are a beneficial owner of shares of Cvent common stock held in “street name” by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares. If you follow the instructions from your bank, broker or other nominee for voting your shares, then your bank, broker or other nominee will vote your shares according to your instructions. Under applicable rules, your bank, broker or

other nominee has authority to vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. If you do not provide voting instructions to your bank, broker or other nominee on a proposal to be brought before the Special Meeting, your shares will not be voted on that proposal, and if you do not provide voting instructions on any of the proposals to be brought before the Special Meeting, your shares will not be deemed to be in attendance at the meeting.

If you are a stockholder with shares of Cvent common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by:

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Cvent Holding Corp., 1765 Greensboro Station Place, 7^th Floor, Tysons, Virginia 22102, Attention: General Counsel and Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting. If you are a beneficial owner of shares of Cvent common stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares electronically at the Special Meeting.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Special Meeting will be held virtually via www.virtualshareholdermeeting.com/CVT2023SM. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CVT2023SM and using the 16-digit control number included in your proxy materials.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/CVT2023SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/CVT2023SM.

If you hold your Cvent common stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting. For beneficial owners of shares of Cvent common stock held in “street name,” in addition to providing identification as outlined for record holders above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares held in “street name” virtually at the Special Meeting. Please note that even if you plan to attend the Special Meeting, we recommend that you submit a proxy by Internet, telephone or by mail, using the enclosed proxy card in advance, to ensure that your shares will be represented.

The Cvent Board is soliciting proxies for the Special Meeting from its stockholders. The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Cvent common stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation.

The Special Meeting may be adjourned from time to time to another time and/or place under our Bylaws by the chairman of the meeting or by the holders of a majority of the voting power of the shares of Cvent common stock entitled to vote who are present, in person or by proxy. Under our Bylaws, notice need not be given of any such adjournment of less than 60 days if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 60 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present virtually and vote at such adjourned meeting will be given to each stockholder of record entitled to receive notice of the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

The Adjournment Proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the Merger Agreement. Cvent retains full authority to the extent set forth in its Bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the vote or consent of any Cvent stockholder.

As of the record date for the Special Meeting, the directors and executive officers of Cvent beneficially owned in the aggregate approximately 40,568,833 shares of Cvent common stock, or approximately 8.25% of the outstanding shares of Cvent common stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Cvent common stock (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

In connection with the consummation of the transactions contemplated by the Merger Agreement, certain stockholders of the Company have executed the Voting Agreements in favor of Parent concurrently with the execution of the Merger Agreement, pursuant to which such stockholders have agreed, among other things, to vote all shares of Cvent common stock owned by them, collectively constituting approximately 87.5% of the Company’s

outstanding common stock, in favor of the approval and adoption of the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock is the only vote or approval of the holders of any of the Company’s capital stock necessary to adopt the Merger Agreement and consummate the Merger. The Voting Agreements terminate upon a Company Board Recommendation Change. For more information, see the section of this proxy statement titled “Voting Agreements.”

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Cvent’s Investor Relations team:

Cvent Holding Corp.

Attn: Investor Relations

1765 Greensboro Station Place, 7^th Floor

Tysons, Virginia 22102

Telephone: (703) 226-3500

Email: CventIR@icrinc.com

The Company, Parent and Merger Sub entered into the Merger Agreement on March 14, 2023. A copy of the Merger Agreement is included as Annex A to this proxy statement. On the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

At the Effective Time, and without any action by any stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Cvent stockholder, each share of Cvent common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Transaction Committee, the Special Committee or the representatives of the Company and other parties.

The Board and the Company’s senior management periodically review the Company’s long-term strategy and objectives in light of market and industry conditions. These reviews have included, among other things, consideration of organic growth initiatives, acquisitions, divestitures, and potential business combination transactions, as well as other strategic opportunities, in each case, with a view towards enhancing stockholder value.

In connection with the Company’s deSPAC transaction in late 2021, an affiliate of Blackstone made an investment in the Company’s common stock. As a result of such investment, from time to time, Rajeev K. Aggarwal, the chief executive officer of the Company, engaged in periodic discussions following such investment through April 2022, with representatives of Blackstone, with whom Mr. Aggarwal had a longstanding relationship. Such individuals did not discuss a potential transaction or any specific terms during these discussions nor were there discussions regarding a rollover or other investment from any of the Company’s stockholders with such individuals.

In late April 2022, a representative of Blackstone’s private equity business was introduced via e-mail to Nicolas Stahl, a member of the Board and a representative of a major stockholder of the Company, Vista. The Blackstone representative and Mr. Stahl did not discuss a potential transaction or any specific terms thereof.

On April 27, 2022, Mr. Aggarwal met in person with a representative of a financial sponsor, which we refer to herein as “Party A,” with which Mr. Aggarwal had a longstanding relationship. The Party A representative informed Mr. Aggarwal of Party A’s interest in learning more about the Company but did not discuss a potential transaction or any specific terms thereof.

On May 10, 2022, Mr. Stahl met telephonically with a representative of Blackstone, who informed Mr. Stahl of Blackstone’s interest in learning more about the Company, but did not discuss a potential transaction or any specific terms thereof. In the following months prior to the submission of the November Proposal (as defined below), the representative of Blackstone and representatives of Vista periodically discussed the Company but did not discuss a potential transaction or any specific terms thereof.

On June 5, 2022, a representative of the Blackstone business unit invested in the Company called Mr. Aggarwal, and the Blackstone representative informed Mr. Aggarwal of Blackstone’s interest in learning more about the Company but did not discuss a potential transaction or any specific terms thereof.

In June 2022, Mr. Aggarwal met in person with a representative of the Blackstone business unit invested in the Company to discuss the Company’s business and the industry in which the Company operates. Mr. Aggarwal and the Blackstone representative did not discuss a potential transaction or any specific terms thereof.

On July 8, 2022, Mr. Aggarwal met telephonically with a representative of the Blackstone business unit invested in the Company but did not discuss a potential transaction or any specific terms thereof.

On July 12, 2022, Mr. Aggarwal met telephonically with a representative of Blackstone, who noted that Blackstone had followed the Company and wanted to get to learn more about the Company and its business but did not discuss a potential transaction or any specific terms thereof.

On July 25, 2022, Mr. Aggarwal met in person with a representative of the Blackstone business unit invested in the Company to discuss the Company and its industry generally. Mr. Aggarwal and the Blackstone representative did not discuss a potential transaction or any specific terms thereof. After such meeting, Mr. Aggarwal informed Monti Saroya, the Chairman of the Board, of the discussions with Blackstone.

On August 8, 2022, Mr. Aggarwal met via video conference with representatives of Blackstone’s private equity business to discuss the Company’s business. Mr. Aggarwal and the Blackstone representatives did not discuss a potential transaction or any specific terms thereof.

On September 8, 2022, Mr. Aggarwal met in person with representatives of Blackstone to discuss the Company’s business and the industry in which the Company operates. Mr. Aggarwal and the Blackstone representatives did not discuss a potential transaction or any specific terms thereof.

On September 19, 2022, a representative of Party A called Mr. Aggarwal and requested the opportunity to set up a meeting with members of the Company’s management team to discuss the Company’s business. Mr. Aggarwal responded that the Company was focused on executing on its plan for the remainder of the year and that it might make sense to connect again near the end of the year.

On October 21, 2022, Mr. Aggarwal met telephonically with a representative of the Blackstone business unit invested in the Company, and the Blackstone representative noted that Blackstone may be interested in a potential acquisition of the Company but did not make a proposal for a potential transaction or discuss any specific terms thereof.

On October 25, 2022, Mr. Aggarwal met telephonically with a representative of the Blackstone business unit invested in the Company, and the Blackstone representative reiterated Blackstone’s potential interest in an acquisition of the Company but did not make a proposal for a potential transaction or discuss any specific terms thereof. After this meeting, Mr. Aggarwal informed Messrs. Saroya and Stahl of the discussion with Blackstone.

On October 26, 2022, a representative of the Blackstone business unit invested in the Company called Mr. Aggarwal, and the representative of Blackstone proposed to set up a call between Mr. Aggarwal and representatives of Blackstone's private equity business who were interested in learning more about the Company, but did not discuss a potential transaction or any specific terms thereof.

On October 28, 2022, Mr. Aggarwal met via video conference with representatives of Blackstone, and the representatives of Blackstone reiterated Blackstone’s potential interest in an acquisition of the Company and discussed the Company’s business but did not make a proposal for a potential transaction or discuss any specific terms at that time.

On November 1, 2022, representatives of Blackstone called Mr. Aggarwal and informed him that Blackstone intended to submit an indication of interest with respect to a potential acquisition of the Company but did not propose any specific terms at that time.

On November 7, 2022, a representative of Blackstone called Mr. Saroya to indicate that Blackstone expected to submit a letter of interest to the Board in the coming days. The representative of Blackstone did not make a proposal for a potential transaction or discuss any specific terms at that time, and there was no discussion regarding a rollover or other investment from any of the Company’s stockholders. The representative of Vista indicated that Blackstone should submit a letter of interest to the Board if Blackstone desired to proceed further.

On November 13, 2022, Blackstone submitted a non-binding indication of interest to the Chairman of the Board, based upon a review of publicly available information, to acquire all of the outstanding shares of common stock of the Company for a range of $8.00-$8.50 per share (the “November Proposal”), in cash, representing a 38%-47% premium to the Company’s closing share price of $5.79 as of November 11, 2022. The November Proposal specified that, while Blackstone would be open to discussing a potential equity rollover from the Company’s stockholders, Blackstone did not contemplate or require any such rollover or other investment from any such stockholders. Blackstone requested in the November Proposal that the Company engage exclusively with Blackstone regarding a potential transaction for a period of 30 days. The November Proposal was distributed to the Board on November 14, 2022.

On November 17, 2022, the Board held a meeting with members of the Company’s management and representatives of Kirkland & Ellis LLP (“Kirkland”), the Company’s outside legal advisor, in attendance. Mr. Aggarwal updated the Board on his conversation with Blackstone on October 28, 2022 and described the terms of the November Proposal to the Board. Representatives of Kirkland reviewed with the Board its fiduciary duties under Delaware law, including in the context of receipt of an unsolicited acquisition proposal, and discussed certain process considerations for the Board when responding to an unsolicited acquisition proposal. At the meeting, the Board considered and discussed whether the timing was appropriate to explore a potential sale transaction, including the relative risks and benefits thereof, with the Board focusing on, among other things, the probability of consummating a successful sale at a compelling value and the challenges facing the industry in which the Company operates. Mr. Saroya noted that Vista would be supportive of a transaction if it was at a compelling value that was in the best interest of all stockholders, and that Vista would expect to be a seller only in any transaction and would not seek to roll over any of its equity ownership or be interested in acquiring the Company, either alone or as part of a consortium. At the meeting, the Board also authorized the Company to use an acknowledgment letter to be signed by members of the Company’s management who became aware of and involved in the process, agreeing to (a) cooperate fully with the Board, (b) keep all information strictly confidential, and (c) not engage in discussions with any potential buyer (or representatives thereof) unless authorized by the Board, including with respect to such person’s equity participation, or ongoing employment or compensation with, such potential buyer. Following this discussion, the Board decided to engage a financial advisor to assist the Company’s management and the Board in identifying other parties that might have interest in a strategic transaction involving the Company and to assist the Board in exploring strategic alternatives, including continuing as a standalone company. The Board considered the Company’s existing investment banking relationships and the qualifications and experience of those financial advisors. The Board authorized the Company’s management to contact Qatalyst Partners, as well as one other financial advisor, and to select a financial advisor for assistance with the exploratory process for a strategic transaction. The Board’s decision to contact these two financial advisors was based on Qatalyst Partners’ and the other financial advisor’s qualifications and experience advising, and familiarity with, companies operating in the same industry as the Company. In addition, the Board determined to form an ad-hoc transaction committee of the Board (the “Transaction Committee”) for convenience and efficiency, and not to address any potential conflicts of interest. The Board instructed management, with the assistance of the Transaction Committee and a financial advisor, once selected, to identify a list of parties most likely to be interested in exploring a transaction with the Company, and to conduct outreach to such parties to gauge their interest in a potential transaction involving the Company. The Board also instructed Mr. Aggarwal, following consultation with a financial advisor, once selected, to inform Blackstone that the Board was reviewing the November Proposal. Further, the Board instructed the Company’s management to begin preparing long range projections to assist with the evaluation of a potential acquisition of the Company.

Later in the day on November 17, 2022, Mr. Aggarwal contacted representatives of Qatalyst Partners and the other financial advisor.

On November 21, 2022, members of management and the Board met with representatives of each of the financial advisors. Following those meetings, the Transaction Committee, consisting of Mr. Aggarwal, Mr. Saroya, Mr. Stahl and Marcela Martin, held a meeting, with Board member Jim Frankola and members of the Company’s management in attendance, and, subject to review of a relationship disclosure letter from Qatalyst Partners, determined to engage Qatalyst Partners as the Company’s financial advisor due to Qatalyst Partners’ qualifications and experience advising, and familiarity with, companies in the same industry as the Company. The Transaction Committee also discussed potential bidders for the Company, taking into account relationships with potential bidders who had expressed an interest for the Company prior to or in connection with its deSPAC transaction in 2021, and determined to instruct Qatalyst Partners to conduct outreach to the potential bidders viewed as most likely to be interested in a transaction involving the Company.

On November 23, 2022, Mr. Aggarwal contacted a representative of Blackstone to inform Blackstone that the Board was reviewing the November Proposal and that Qatalyst Partners had been retained as the Company’s financial advisor, and that future communications should be directed to Qatalyst Partners.

Between November 23 and November 29, 2022, following consultation with members of the Transaction Committee and Company management regarding the appropriate scope and participants in the strategic process, at the direction of the Transaction Committee, representatives of Qatalyst Partners conducted outreach to eight other potential counterparties viewed as most likely to be interested in a transaction involving the Company, including four strategic counterparties and four financial sponsors (including Party A and a financial sponsor, which we refer to herein as

“Party B”). All of these potential counterparties other than Party A and Party B either informed representatives of Qatalyst Partners that they were not interested in a potential acquisition of the Company citing other strategic priorities and/or a lack of familiarity with the Company or determined not to engage following such outreach. Party A and Party B each informed representatives of Qatalyst Partners that they were interested in a potential acquisition of the Company. Representatives of Qatalyst Partners instructed each of Party A and Party B to submit a preliminary indication of interest to the Board based on publicly available information.

On November 27, 2022, representatives of Qatalyst Partners held an introductory call with representatives of Blackstone.

On November 29, 2022, Qatalyst Partners delivered its relationship disclosure letter to the Board.

On November 30, 2022, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, the Board ratified the formation of the Transaction Committee with Mr. Saroya, Mr. Stahl, Ms. Martin and Mr. Aggarwal as the members. The Board authorized the Transaction Committee to assist management with respect to negotiating a possible transaction and to provide timely Board input on issues as they arose; provided that any potential transaction involving the Company would need to be approved by the full Board. Also at the meeting, representatives of Qatalyst Partners updated the Board on the process undertaken by the Company to date, including discussions with Blackstone regarding the November Proposal, and Qatalyst Partners’ targeted outreach to other parties selected by the Transaction Committee based on their potential interest in the Company and their ability to complete a transaction of this kind. At the meeting, given that certain parties contacted had passed on the opportunity or were viewed by the Board as unlikely to be able to proceed with a potential transaction, the Board instructed representatives of Qatalyst Partners to conduct outreach to two additional financial sponsors, which we refer to herein as “Party C” and “Party D,” who were viewed as the next most likely parties to be interested in a transaction involving the Company. Representatives of Kirkland also reviewed with the Board its fiduciary duties under Delaware law, including in the context of evaluating the November Proposal and other strategic alternatives, including continuing as a standalone company. Representatives of Qatalyst Partners also reviewed with the Board certain preliminary financial analyses with respect to the November Proposal. The Board members concluded that, based on the then-existing facts and circumstances, the Board would seek to transact at a higher value than as proposed in the November Proposal, and also discussed the response to the November Proposal (including that the Company would not agree to Blackstone’s request for exclusivity). The Board agreed, and directed Qatalyst Partners, to convey the Board’s view with respect to the November Proposal to Blackstone and to continue engaging with Blackstone and with other potential parties to gauge interest. The Board also determined to enter into a confidentiality agreement with Blackstone in order to provide Blackstone with non-public information to facilitate preliminary diligence to support an increased offer. After representatives of Qatalyst Partners left the meeting, the Board also reviewed Qatalyst Partners’ relationship disclosure letter and determined that, based on the letter, it believed that Qatalyst Partners did not have any conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities as financial advisor to the Board.

Also on November 30, 2022, Party B called representatives of Qatalyst Partners to communicate that, based upon a review of publicly available information, if it were to submit a proposal to acquire all of the outstanding shares of common stock of the Company, such proposal would be in a range of $7.00-$7.25 per share (the “Party B Indication”), in cash, representing a 32%-37% premium to the Company’s closing share price of $5.29 as of November 29, 2022. The Party B Indication did not contemplate terms regarding a rollover or other investment from any of the Company’s stockholders.

On December 1 and 2, 2022, following consultation with and at the direction of the Transaction Committee, representatives of Qatalyst Partners and the Company’s management informed representatives of Party B that the proposed value in the Party B Indication was below a value at which the Company sought to transact and that Party B would need to improve its view on valuation in order to receive access to non-public information and continue with discussions. Party B agreed to discuss internally and would revert if it was able to improve its view on valuation. Party B did not respond with an improved proposal following such discussion.

On December 2, 2022, as directed by the Board, representatives of Qatalyst Partners spoke to representatives of Blackstone to communicate that the Board was seeking to transact at a higher value than as proposed in the November Proposal and to outline the process for Blackstone to gain access to non-public information, complete their preliminary diligence and submit an improved proposal.

Between December 2 and December 4, 2022, representatives of Qatalyst Partners conducted outreach to Party C and Party D, as directed by the Board. Party D informed representatives of Qatalyst Partners that it was not interested in a potential acquisition of the Company due to lack of historical focus on the event management space. Party C informed representatives of Qatalyst Partners that it was interested in a potential acquisition of the Company. Representatives of Qatalyst Partners instructed Party C to submit a preliminary indication of interest to the Board based on publicly available information.

On December 3, 2022, representatives of Blackstone submitted a request to representatives of Qatalyst Partners to commence discussions with a limited group of lenders in connection with a potential acquisition of the Company, which request was promptly passed along to the Company’s management and the Board.

On December 5, 2022, Party A submitted a non-binding indication of interest to the Board, based upon a review of publicly available information, to acquire all of the outstanding shares of common stock of the Company for $7.60 per share (the “Party A Proposal”), in cash, representing a 38% premium to the Company’s closing share price of $5.51 as of December 2, 2022. The Party A Proposal did not contemplate terms regarding a rollover or other investment from any of the Company’s stockholders. The Party A Proposal also indicated that, based upon certain assumptions regarding the availability of debt financing, Party A would need to find a partner to underwrite approximately $700 million of additional equity capital prior to the signing of definitive transaction documents. The Party A Proposal was promptly distributed to the Board for review.

On December 6, 2022, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, representatives of Qatalyst Partners updated the Board on the process undertaken by the Company to date, including discussions with each of Blackstone and Party A regarding the November Proposal and the Party A Proposal, respectively. The Board instructed the Company’s management and representatives of Qatalyst Partners to continue engaging with Blackstone. Further, the Board determined to allow Blackstone to commence discussions with a limited group of lenders (but only those affiliated with Blackstone) in response to Blackstone’s request on December 3, 2022, so long as such lenders were bound by confidentiality provisions at least as restrictive as the confidentiality agreement to be entered into by Blackstone and the Company, which determination the Board instructed representatives of Qatalyst Partners to convey to Blackstone. The Board also determined that the Party A Proposal was sufficiently below a value at which the Company sought to transact such that Party A should not be granted access to non-public information without improving its price per share based on publicly available information. The Board instructed representatives of Qatalyst Partners to communicate this message to representatives of Party A.

Also at the meeting, the Company’s management presented the December Projections (as defined below in the section of this proxy statement titled “The Merger — Certain Financial Projections”), a new set of three-year long-range projections prepared by management at the request of the Board in connection with the evaluation of a potential acquisition of the Company, as well as a comparison of the December Projections with the Company’s long range projection model from the time of the Company’s deSPAC transaction in 2021. The Board then approved the December Projections (i) for sharing with Blackstone and any other interested parties who had submitted sufficient indications of interest and entered into confidentiality agreements with the Company, which, in each case, were promptly shared at such time as each of the interested parties was given access to the virtual data room, and (ii) for use by Qatalyst Partners for purposes of preparing financial analyses in connection with the Board’s evaluation of any potential strategic transaction, which were promptly shared with Qatalyst Partners.

After the meeting, representatives of Qatalyst Partners conveyed the Board-directed messages to each of Blackstone and Party A.

On December 7, 2022, the Company entered into a confidentiality agreement with Blackstone. The confidentiality agreement includes customary nondisclosure and nonuse provisions and a standstill provision that prohibited Blackstone (for an agreed-upon period) from (among other things) offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies and making any request to amend, waive or terminate the standstill provision, in each case, without the prior consent of the Company. The confidentiality agreement permitted Blackstone to make acquisition proposals at any time after the Company entered into a definitive agreement with a third party providing for a change of control transaction of the Company. The confidentiality agreement also prohibited Blackstone from entering into any exclusivity or lock-up arrangement with any financing source and no

approval for Blackstone to enter into any such arrangement was ever provided by the Company. This agreement also prohibited Blackstone from having discussions with the Company’s management team regarding an equity rollover or any post-transaction employment or compensation matters without the prior written consent of the Board.

Also on December 7, 2022, Blackstone submitted a request to representatives of Qatalyst Partners to commence discussions with a limited group of potential equity co-investors.

Also on December 7, 2022, representatives of Blackstone, a representative of Qatalyst Partners and the Company’s management met in person to discuss Blackstone’s continued interest in acquiring the Company. No terms of a potential transaction (including terms regarding rollover or other investment from any of the Company’s stockholders, or the employment or service of Mr. Aggarwal or any other person with, or compensation to be paid by, Blackstone or any of its affiliates) were discussed.

On December 8, 2022, the Company’s management gave an in-person Company overview presentation to representatives of Blackstone, with representatives of Qatalyst Partners in attendance.

Between December 8, 2022 and January 19, 2023, Blackstone completed its preliminary diligence, which included meetings with the Company’s management and access to a virtual data room.

On December 9, 2022, representatives of Blackstone were granted access to a virtual data room.

On December 11, 2022, at the direction of Company management in consultation with members of the Transaction Committee, Blackstone was granted permission to engage with two potential equity co-investors.

On December 12, 2022, the Company and Qatalyst Partners executed an engagement letter for Qatalyst Partners to serve as the Company’s financial advisor in connection with a potential transaction.

On December 15, 2022, Party A submitted a revised non-binding indication of interest to the Board, based upon publicly available information, to acquire all of the outstanding shares of common stock of the Company for $8.00-$8.25 per share (the “Revised Party A Proposal”), in cash, representing a 40%-44% premium to the Company’s closing share price of $5.71 as of December 14, 2022. The Revised Party A Proposal did not contemplate terms regarding a rollover or other investment from any of the Company’s stockholders. The Revised Party A Proposal indicated that based upon certain assumptions regarding the availability of debt financing, Party A would need to find a partner to underwrite approximately $1.1 billion of additional equity capital prior to the signing of definitive transaction documents. The Revised Party A Proposal was promptly distributed to the Board for review.

Later on December 15, 2022, the Transaction Committee held a meeting, with Mr. Frankola, members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, representatives of Qatalyst Partners updated the Transaction Committee on the process undertaken by the Company to date, including developments with each of Blackstone and Party A regarding the November Proposal and the Revised Party A Proposal, respectively. The Transaction Committee instructed representatives of Qatalyst Partners to continue permitting Blackstone to conduct due diligence to allow it to propose an improved price per share, and to inform Party A that while the Revised Party A Proposal was below the value range at which the Company would transact, it would be allowed to access non-public information in order to complete its preliminary diligence and provide an improved price per share.

On December 16, 2022, Mr. Aggarwal received an inbound inquiry from a financial sponsor (which we refer to herein as “Party E”) concerning potential interest in an acquisition of the Company. Party E indicated that it had heard rumors regarding a potential transaction. Party E’s interest was discussed with the Company’s management, the Transaction Committee, and representatives of Qatalyst Partners. The Transaction Committee determined that the engagement with Party E was not warranted based on the lack of specifics included in its stated interest in a potential transaction involving the Company and the fact that its fund size would likely not support an acquisition of the Company at an attractive valuation. Party E did not submit a proposal to acquire the Company or otherwise follow up or further pursue any engagement with the Company regarding a potential transaction.

On December 18, 2022, the Company and Party A entered into a confidentiality agreement. The confidentiality agreement includes customary nondisclosure and nonuse provisions and a standstill provision that prohibited Party A (for an agreed-upon period) from (among other things) offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies and making any request to amend, waive or terminate the standstill provision, in each case, without the prior consent of the Company. The confidentiality agreement permitted Party A to make acquisition proposals at any time after the Company entered into a definitive agreement with a third party

providing for a change of control transaction of the Company. The confidentiality agreement also prohibited Party A from entering into any exclusivity or lock-up arrangement with any financing source. The Company did not approve any such exclusivity or lock-up arrangements for financing sources for Party A. This agreement also prohibited Party A from having discussions with the Company’s management team regarding an equity rollover or any post-transaction employment or compensation matters without the prior written consent of the Board. Following execution of the confidentiality agreement, Party A was provided access to due diligence information in the virtual data room.

On December 19, 2022, representatives of Qatalyst Partners received an inbound inquiry from a financial sponsor (which we refer to herein as “Party F”) indicating that Party F had heard rumors regarding a potential transaction. Representatives of Qatalyst Partners relayed news of the inbound inquiry to Mr. Saroya. Following consultation with representatives of Qatalyst Partners, the Transaction Committee determined that engagement with Party F was not warranted based on its fund size not being able to support an acquisition of the Company at an attractive valuation, its indication that it would not be able to lead any potential transaction of the Company, and the lack of specifics concerning its interest in a potential transaction involving the Company.

On December 21, 2022, Party C contacted Mr. Saroya and indicated that, on a preliminary basis and based upon publicly available information, it was valuing the common stock of the Company at a price of approximately $6.50 per share. As previously determined by the Board, Mr. Saroya communicated to Party C that the indicated price was insufficient and that if it wanted to continue in discussions with the Company regarding a potential acquisition it would need to meaningfully improve its price. Party C did not follow up on this conversation.

On December 21 and 23, 2022, the Company’s management gave a presentation to representatives of Party A regarding the Company, with representatives of Qatalyst Partners in attendance.

On December 29, 2022, representatives of Blackstone and Mr. Aggarwal had an in-person meeting to discuss Blackstone’s continued interest in acquiring the Company, the Company’s business and the December Projections. No terms of a potential transaction (including terms regarding rollover or other investment from any of the Company’s stockholders or the employment or service of Mr. Aggarwal or any other person with, or compensation to be paid by, Blackstone or any of its affiliates) were discussed.

On December 30, 2022, representatives of Qatalyst Partners received an inbound inquiry from a financial sponsor (which we refer to herein as “Party G”) who had indicated that it had heard rumors regarding a potential transaction and wished to relay its potential interest in a possible acquisition of the Company.

On December 31, 2022, representatives of Party G informed representatives of Qatalyst Partners that Party G intended to submit a formal indication of interest with respect to a potential acquisition of the Company.

On January 4, 2023, Party G submitted a non-binding indication of interest to the Board, based upon publicly available information, to acquire all of the outstanding shares of common stock of the Company for $10.00 per share (the “Party G Proposal”), in cash, representing an 87% premium to the Company’s closing share price of $5.34 as of January 3, 2023. The Party G Proposal did not contemplate terms regarding a rollover or other investment from any of the Company’s stockholders. Party G also indicated that it would not need a partner to complete a potential transaction. The Party G Proposal was promptly distributed to the Board for review.

On January 6, 2023, the Company’s management circulated to the Board the January Projections (as defined below in the section of this proxy statement titled “The Merger — Certain Financial Projections”), which expanded the December Projections to include financial forecasts, including an estimate of free cash flows, through calendar year 2028, and the Supplemental Free Cash Flow Projections (as defined below in the section of this proxy statement titled “The Merger — Certain Financial Projections”), which included a free cash flow projection for each quarter of fiscal year 2023. The January Projections were approved by the Board for use by Qatalyst Partners for purposes of providing financial analyses in connection with the Board’s evaluation of any potential strategic transaction and the Supplemental Free Cash Flow Projections were approved by the Board and subsequently shared with Blackstone (but no other potential bidders) in response to a diligence request from Blackstone for such information. For additional information with respect to the January Projections and the Supplemental Free Cash Flow Projections, see the section of this proxy statement titled “The Merger — Certain Financial Projections.”

Also on January 6, 2023, the Company and Party G entered into a confidentiality agreement. The confidentiality agreement includes customary nondisclosure and nonuse provisions and a standstill provision that prohibited Party G (for an agreed-upon period) from (among other things) offering to acquire or acquiring the Company, and from taking

certain other actions, including soliciting proxies and making any request to amend, waive or terminate the standstill provision, in each case, without the prior consent of the Company. The confidentiality agreement permitted Party G to make acquisition proposals at any time after the Company entered into a definitive agreement with a third party providing for a change of control transaction of the Company. The confidentiality agreement also prohibited Party G from entering into any exclusivity or lock-up arrangement with any financing source. This agreement also prohibited Party G from having discussions with the Company’s management team regarding an equity rollover or any post-transaction employment or compensation matters without the prior written consent of the Board. The Company did not approve any such exclusivity or lock-up arrangements for financing sources for Party G. Following execution of the confidentiality agreement, Party G was provided access to due diligence information in the virtual data room on January 9, 2023.

On January 7, 2023, representatives of Blackstone and Mr. Aggarwal, with representatives of Qatalyst Partners in attendance, had a meeting to discuss Blackstone’s continued interest in acquiring the Company and certain of Blackstone’s diligence findings to date regarding opportunities for operational improvements at the Company. No terms of a potential transaction (including terms regarding rollover or other investment from any of the Company’s stockholders, or the employment or service of Mr. Aggarwal or any other person with, or compensation to be paid by, Blackstone or any of its affiliates) were discussed.

On January 18 and 20, 2023, the Company’s management gave presentations to representatives of Party G regarding the Company, with representatives of Qatalyst Partners in attendance.

On January 18, 2023, representatives of a financial sponsor (which we refer to herein as “Party H”) contacted the Company’s management concerning Party H’s potential interest in the event management space generally, as well as a potential transaction with the Company.

On January 19, 2023, representatives of Qatalyst Partners contacted representatives of Party H and indicated that if it had interest in a potential transaction involving the Company, it should submit a proposal based on public information. Representatives of Party H informed representatives of Qatalyst Partners that Party H would consider whether this was an opportunity it wanted to pursue. No further communication was received from Party H following such discussion.

Also on January 19, 2023, representatives of Blackstone contacted representatives of Qatalyst Partners to indicate that its business diligence was substantially complete and that it remained interested in a potential acquisition of the Company. The Blackstone representatives noted that both of the potential equity co-investors with whom Blackstone had been permitted to engage had determined not to proceed, and it had not been permitted to contact debt financing sources (except for the limited group affiliated with Blackstone as previously approved by the Board). Blackstone requested permission to move forward with confirmatory due diligence, and for permission to contact additional debt and equity financing sources and indicated that Blackstone could complete confirmatory diligence in three to four weeks. Blackstone indicated that this would allow it to put forward its best view on value and that it understood the Company’s expectation that any proposal would be above the high end of its previously indicated range.

On January 20, 2023, the Transaction Committee held a meeting, with Mr. Frankola, members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, the Transaction Committee discussed the indications of interest received by the Company to date, that Blackstone had shown the most engagement in a potential acquisition of the Company and that other bidders generally appeared to lack similar conviction and interest in the underlying business of the Company. The Transaction Committee discussed Blackstone’s request to engage with additional potential equity and debt financing sources, including that providing Blackstone with an ability to engage with additional financing sources could facilitate Blackstone’s ability to submit a bid that was at a compelling value and approved Blackstone’s engagement of a limited list of additional potential debt and equity financing sources. The Transaction Committee also discussed the Party G Proposal, including the fact that the Party G Proposal would represent a large portion of Party G’s available funds, and, as a result, concerns that the Party G Proposal was not a viable offer, but given Party G’s initial value indication, the Company had entered into a confidentiality agreement with Party G and provided representatives of Party G with diligence information and a management presentation. Representatives of Kirkland discussed the status and key terms of an initial auction draft of the Merger Agreement, and the Transaction Committee instructed representatives of Kirkland to deliver a draft of the Merger Agreement to Blackstone’s and any other remaining participant’s outside legal advisor at the appropriate time.

On January 24, 2023, representatives of Party G communicated to representatives of Qatalyst Partners Party G’s inability to further proceed in a potential acquisition of the Company, noting that Party G had determined that it had overestimated the opportunity for operational improvements to the Company.

On January 29, 2023, at the request of the Transaction Committee, representatives of Kirkland delivered to representatives of Simpson Thacher & Bartlett LLP (“Simpson Thacher”), Blackstone’s outside legal advisor, a draft of the Merger Agreement.

On January 30, 2023, the Company’s management gave a presentation to representatives of Party A regarding the Company’s sales organization and go-to-market strategy, with representatives of Qatalyst Partners in attendance.

On January 31, 2023, The Wall Street Journal reported that the Company was exploring a potential sale, identifying Blackstone as a potential bidder (the “WSJ Article”).

Following the publication of the WSJ Article, on January 31, 2023 and February 1, 2023, Mr. Aggarwal received inbound communications from representatives of two different venture capital and equity investment firms (which we refer to herein as “Party I” and “Party J”). The email from Party I requested a brief introductory call with Mr. Aggarwal to establish a relationship but did not indicate that Party I was interested in pursuing, or capable of completing, a potential acquisition of the Company. Mr. Aggarwal and the representative of Party I did not have an introductory call and the representative of Party I did not contact Mr. Aggarwal or the Company again following such initial outreach. The representative of Party J referenced the WSJ Article to Mr. Aggarwal and noted that, while Party J did not have the financial capacity to acquire the Company, Party J would potentially be interested in participating as an additional equity financing source in an acquisition of the Company by a third party. Mr. Aggarwal noted the inbound communications from Party I and Party J to the Chairman of the Board.

On February 1, 2023, representatives of Qatalyst Partners received an inbound inquiry from representatives of a financial sponsor (which we refer to herein as “Party K”), who expressed an interest in acquiring the Company and a desire to move quickly. After discussions with and obtaining approval from members of the Transaction Committee, and in light of the view that Party K was a highly credible bidder based on its ability to move quickly, its fund size and its strong track record of consummating transactions in the industry, Qatalyst Partners offered to provide Party K with preliminary due diligence information, subject to the execution of a confidentiality agreement.

Also on February 1, 2023, at the direction of the members of the Transaction Committee, representatives of Qatalyst Partners requested that Blackstone provide a final proposal on value on February 17, 2023, including a Merger Agreement in a form that it would be prepared to execute as well as executable equity and debt commitment letters. Qatalyst noted that Kirkland would be available to engage with Simpson Thacher in advance of this date.

Also on February 1, 2023, at the direction of the Board, representatives of Qatalyst Partners provided Party A an initial draft of the Merger Agreement via the virtual data room.

On February 3, 2023, the Company and Party K entered into a confidentiality agreement. The confidentiality agreement includes customary nondisclosure and nonuse provisions and a standstill provision that prohibited Party K (for an agreed-upon period) from (among other things) offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies and making any request to amend, waive or terminate the standstill provision, in each case, without the prior consent of the Company. The confidentiality agreement permitted Party K to make acquisition proposals at any time after the Company entered into a definitive agreement with a third party providing for a change of control transaction of the Company. The confidentiality agreement also prohibited Party K from entering into any exclusivity or lock-up arrangement with any financing source. The Company did not approve any such exclusivity or lock-up arrangements for financing sources for Party K. This agreement also prohibited Party K from having discussions with the Company’s management team regarding an equity rollover or any post-transaction employment or compensation matters without the prior written consent of the Board. Following execution of the confidentiality agreement, Party K was provided access to select due diligence information in the virtual data room on February 3, 2023.

Also on February 3, 2023, representatives of Blackstone and Mr. Aggarwal, with representatives of Qatalyst Partners in attendance, discussed Blackstone’s continued interest in acquiring the Company, the diligence process undertaken by Blackstone to date, as well as its outreach to potential financing sources. No terms regarding a rollover or other investment from any of the Company’s stockholders, or the employment or service of Mr. Aggarwal or any other person with, or compensation to be paid by, Blackstone or any of its affiliates were discussed.

Also on February 3, 2023, a representative of Party A reached out to a representative of Qatalyst Partners and indicated that Party A remained interested in a potential transaction but, based on its business due diligence to date, that it would be unable to improve the purchase price set forth in the Revised Party A Proposal, and that, in any case, it would require a partner to be able to complete an acquisition of the Company. Party A did not make a request to contact any potential partners or financing sources.

On February 4, 2023, representatives of Simpson Thacher delivered to representatives of Kirkland a revised draft of the Merger Agreement, which draft included a request that certain members of Company management enter into Voting Agreements in addition to the Vista Stockholders.

On February 7, 2023, the Company’s management and representatives of Party K, with representatives of Qatalyst Partners in attendance, held an initial diligence meeting.

On February 8, 2023, a representative of Party A contacted a representative of Qatalyst Partners to request permission to contact Blackstone regarding a potential acquisition of the Company referencing published speculation that Blackstone was contemplating a potential transaction with the Company. This request was discussed with management of the Company and the Transaction Committee and denied the following day, taking into account, among other things, the fact that (1) Party A had indicated that, based on its business due diligence to date, it would not be able to improve upon the purchase price set forth in the Revised Party A Proposal (which was below the high end of the valuation range in Blackstone’s November Proposal), (2) Blackstone had already substantially completed confirmatory diligence and acknowledged the Company’s expectation that any potential revised proposal it submitted would need to be above the high end of the valuation range in its November Proposal, and (3) Blackstone had not requested to partner with a co-bidder in the transaction.

On February 11, 2023, representatives of Party K indicated to representatives of Qatalyst Partners that Party K was no longer interested in pursuing an acquisition of the Company.

On February 12, 2023, the Company’s management circulated to the Board the Updated Free Cash Flow Projections (as defined below in the section of this proxy statement titled “The Merger — Certain Financial Projections”), which reflected updates to the Supplemental Free Cash Flow Projections and the February Projections (as defined below in the section of this proxy statement titled “The Merger — Certain Financial Projections”), which reflected updates to the January Projections, in each case, to reflect refined assumptions with respect to projected cash taxes and the impact of such refined assumptions on the Company and its free cash flow (for additional information with respect to the Updated Free Cash Flow Projections and the February Projections, see the section of this proxy statement titled “The Merger — Certain Financial Projections”). The Updated Free Cash Flow Projections were approved by the Board and, on the following day, were shared with Blackstone (and no other potential bidders). The February Projections were approved by the Board for use and reliance by Qatalyst Partners in connection with its financial analyses and in connection with its opinion to the Board.

On February 14, 2023, representatives of Kirkland delivered to representatives of Simpson Thacher a revised draft of the Merger Agreement.

Also on February 14, 2023, a representative of Party A contacted a representative of Qatalyst Partners to express Party A’s continued interest in a potential transaction involving the Company but noted that its previously communicated constraints regarding price and ability to consummate a transaction on its own remained the same.

On February 15, 2023, Blackstone communicated to representatives of Qatalyst Partners that its proposal likely would not be sent to the Company until February 21, 2023. Blackstone confirmed that it understood the expectation to deliver a fully-financed offer with a revised Merger Agreement as previously had been communicated by representatives of Qatalyst Partners, and Blackstone did not request any rollover from any existing Company stockholders.

On February 17, 2023, representatives of Blackstone informed representatives of Qatalyst Partners and Mr. Aggarwal that Blackstone’s Investment Committee was reviewing the terms of a potential acquisition of the Company.

Also on February 17, 2023, representatives of Blackstone had a call with Mr. Aggarwal and representatives of Qatalyst Partners to discuss certain diligence questions of Blackstone to prepare for the call scheduled for February 19, 2023.

On February 19, 2023, representatives of Blackstone, including certain members of Blackstone’s Investment Committee, and Mr. Aggarwal, with a representative of Qatalyst Partners in attendance, discussed the Company’s

financial projections and its ability to deliver operational improvement. No terms regarding a rollover or other investment from any Company stockholder, or the employment or service of Mr. Aggarwal or any other person with, or compensation to be paid by, Blackstone or any of its affiliates, were discussed.

On February 21, 2023, Blackstone submitted a “best and final” non-binding indication of interest to the Board to acquire all of the outstanding shares of common stock of the Company for $8.00 per share (the “February 21 Proposal”), representing a 22% premium to the Company’s closing share price of $6.57 as of January 30, 2023, the last trading day before the WSJ Article regarding a potential sale of the Company (the “January 30 Price”), together with revised drafts of the Merger Agreement and the Company disclosure letter, as well as initial drafts of the Equity Commitment Letter, Limited Guarantee and a Debt Commitment Letter that contemplated debt financing of $900 million. The February 21 Proposal stated that the $8.00 per share price was a 54% premium to the closing share price of $5.21 as of January 6, 2023, the last trading day prior to a decoupling of the Company’s trading patterns in advance of the WSJ Article observed by Blackstone. The February 21 Proposal was contingent on the Vista Stockholders “rolling” a portion of the shares of Company common stock owned by them, valued at $1.0 billion (based on the $8.00 per share price in the February 21 Proposal) into common equity of the post-closing company in connection with a potential sale of the Company, in order to address a gap in the requisite financing (due to equity financing sources deciding they were not interested in proceeding with the transaction) for Blackstone to make an offer for the Company at a value that Blackstone believed would be of interest to the Board. The February 21 Proposal further contemplated that Blackstone and a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) would provide a common equity and convertible preferred equity investment, which would be senior to Vista’s “rolled” equity, to help finance the acquisition of the Company. The February 21 Proposal also included a request to initiate discussions regarding potential rollovers and other post-closing arrangements with certain members of the Company’s management, subject to approval by an independent special committee of the Board of non-management directors that are independent of Vista. The February 21 Proposal was promptly distributed to the Board for review.

Also on February 21, 2023, Qatalyst Partners delivered an updated relationship disclosure letter to the Board.

On February 22, 2023, representatives of Qatalyst Partners and Blackstone discussed the terms of the February 21 Proposal, and representatives of Qatalyst Partners conveyed that the price was lower than had been expected and that the request for a rollover from the Vista Stockholders to bridge a financing gap was a new and unexpected request based on Blackstone’s previously conveyed expectations that sufficient financing would be available. Representatives of Qatalyst Partners conveyed that the February 21 Proposal would be discussed with the Board but, based on prior Board direction, was unlikely to result in any further engagement or a counterproposal.

On February 23, 2023, representatives of Blackstone orally submitted a revised proposal to representatives of Qatalyst Partners to acquire all of the outstanding shares of common stock of the Company for $8.10 per share (the “February 23 Proposal”), representing a 23% premium to the January 30 Price, contingent on the Vista Stockholders “rolling” a portion of the shares of Company common stock owned by them into common equity of the post-closing company, valued at $1.0 billion (based on the $8.10 per share price in the February 23 Proposal). The February 23 Proposal no longer contemplated a convertible preferred equity investment from Blackstone and a wholly owned subsidiary of ADIA that would be senior to Vista’s “rolled” equity. The February 23 Proposal was promptly distributed to the Board for review.

On February 24, 2023, Reuters reported that the Company had rejected a $3.9 billion acquisition offer from Blackstone.

On February 27, 2023, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, the Board reviewed discussions with Blackstone to date, including with respect to the February 21 Proposal and the February 23 Proposal. At such meeting, representatives of Qatalyst Partners reviewed the February 23 Proposal from a financial point of view. Representatives of Qatalyst Partners also reviewed the current state of the financial markets, including current market valuation for similar companies, market volatility, high interest rates, constraints around availability of financing, and inflationary pressures. The Board also discussed market conditions generally, including a potential recession and possible macroeconomic challenges facing the Company.

At the meeting, the Board also discussed the fact that the February 23 Proposal was contingent on the Vista Stockholders “rolling” a portion of the shares of Company common stock owned by them into common equity of the post-closing company. Mr. Saroya reiterated that Vista’s preference was to sell all of its shares of Company

common stock for cash. However, he noted that if a rollover by Vista of a portion of its shares of Company common stock could be leveraged to obtain a higher price for the benefit of all of the Company’s stockholders, Vista was willing to entertain a discussion of a partial rollover. Mr. Saroya noted that, at this point in time, Vista’s interest was aligned with the Company’s other stockholders, which was to maximize value for all stockholders. Representatives of Kirkland discussed with the Board its fiduciary duties and the potential benefits of creating a special committee if the Board determined to proceed with a proposal that involved a potential rollover by Vista. After discussion, the Board determined, with Vista’s support, to submit a counteroffer at $9.00 per share, with Vista agreeing to reinvest $1.0 billion of its shares into a non-convertible preferred equity instrument with market terms to be separately negotiated between Vista and Blackstone. The Board determined that if Blackstone accepted the Company’s offer, it would establish a special committee of independent directors to evaluate the terms of any potential transaction in light of a reinvestment by Vista or the Vista Stockholders. After the meeting, representatives of Qatalyst Partners conveyed the Board-directed message to representatives of Blackstone. The Board also reviewed Qatalyst Partners’ updated relationship disclosure letter and determined that, based on the letter, it continued to believe that Qatalyst Partners did not have any conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities as financial advisor to the Board.

Immediately following the completion of the Board meeting, representatives of Kirkland met with Mr. Frankola and Ms. Martin, the members of the Board who were independent and disinterested relative to Vista, Blackstone and the Company’s management, to discuss process generally and certain potential procedural safeguards, including potentially creating a special committee of independent and disinterested members of the Board, that could be taken by the independent and disinterested members of the Board in the context of a potential rollover by Vista, and provided an overview of the Board’s (including the independent directors’) fiduciary duties in the context of a potential transaction.

On March 1, 2023, a representative of Party A contacted a representative of Qatalyst Partners with ongoing interest but reaffirmed that its previously communicated constraints regarding price and ability to consummate a transaction on its own remained unchanged. Representatives of Qatalyst Partners relayed this interaction to the Transaction Committee and noted that (1) Party A stated that, based on its business due diligence, it was unable to improve the $8.00-$8.25 per share purchase price set forth in the Revised Party A Proposal, and (2) Party A had not engaged in other steps necessary to consummate a transaction, including, among other things, requesting access to begin confirmatory diligence and providing any comments to the draft Merger Agreement. Based on these considerations, the Transaction Committee determined that engagement with Party A was not warranted.

On March 4, 2023, representatives of Blackstone orally submitted a proposal to representatives of Qatalyst Partners (the “March 4 Proposal”), to acquire all of the outstanding shares of common stock of the Company for either (a) $8.20 per share, representing a 25% premium to the January 30 Price, contingent on the Vista Stockholders “rolling” a portion of the shares of Company common stock owned by them into common equity of the post-closing company, valued at at least $1.0 billion, with Blackstone noting that it would be open to a larger rollover that would result in Vista and Blackstone each owning an equal stake of the combined company, or (b) $8.50 per share, representing a 29% premium to the January 30 Price, contingent on the Vista Stockholders investing $1.25 billion of the proceeds received from shares of Company common stock owned by them as non-convertible preferred equity of the post-closing company at an approximately 10.0% payment-in-kind interest rate (as described in clause (b), the “Vista Preferred Financing”), which was viewed by Blackstone as a below-market rate for such a security. Representatives of Blackstone also orally indicated that if the Company was willing to agree to a delayed close until the end of November to facilitate a 45-day marketing period commencing after the third quarter of 2023, based on the third quarter results of the Company, Blackstone would be potentially willing to increase its price per share offered in either clause (a) or (b) above by $0.15 to $0.20 or if no other proposal was acceptable, Blackstone would consider alternative transaction structures, including investing in the Company through a PIPE and having the Company conduct a self-tender offer with the proceeds.

Also on March 4, 2023, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. Representatives of Qatalyst Partners reviewed the terms of the March 4 Proposal. Mr. Stahl informed the Board that, although Vista’s preference was to sell all of its shares for cash, it was willing to consider providing the non-convertible preferred financing in order to obtain a higher per share price for the benefit of all common stockholders, even though it viewed the interest rate proposed by Blackstone as significantly below market. At the meeting, the Board discussed the March 4 Proposal, including the terms of the Vista Preferred Financing, and determined to submit a counterproposal to Blackstone of $8.75 per share,

contemplating that the Vista Stockholders would “roll” a portion of the shares of Company common stock owned by them into non-convertible preferred equity of the post-closing company, valued at $1.25 billion (based on such $8.75 per share price), consistent with the Vista Preferred Financing construct. Vista informed the Board that it would be willing to consider providing the Vista Preferred Financing, subject to the negotiation of acceptable terms to Vista, and the eventual approval of an independent special committee of the Board, including a higher payment-in-kind interest rate, and indicated that 13.5% payment-in-kind interest rate would be acceptable. Following such indication from Vista, the Board determined to include in the counterproposal to Blackstone discussed above the Vista Preferred Financing with a payment-in-kind interest rate of 13.5%. The Board also discussed Blackstone’s proposed alternative transaction structures and delayed closing timing and determined that the Board’s counterproposal to the March 4 Proposal would provide the most deal certainty for the Company’s stockholders. After the meeting, representatives of Qatalyst Partners conveyed the Board-directed message to representatives of Blackstone.

Between March 4 and 6, 2023, representatives of Qatalyst Partners, at the direction of the Board, discussed with representatives of Blackstone the terms of the March 4 Proposal as well as the Board’s counterproposal. Blackstone noted that, with respect to the Vista Preferred Financing, it would not be able to provide a payment-in-kind interest rate higher than 10.5% per annum and that, other than the increase in the payment-in-kind interest rate from 10.0% to 10.5% per annum, the terms set forth in the March 4 Proposal represented Blackstone’s “best and final” proposal.

On March 6, 2023, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. At the meeting, Qatalyst Partners updated the Board on the discussions with Blackstone after the previous meeting, including Blackstone’s position that the March 4 Proposal was its “best and final” and that it would not be willing to provide a payment-in-kind interest rate on the Vista Preferred Financing higher than 10.5% per annum. The Board discussed the March 4 Proposal, including the terms of the Vista Preferred Financing. During the Board’s discussion, Mr. Stahl indicated that Vista would be willing to consider proceeding with a transaction structure that included the Vista Preferred Financing, even though Vista believed that the interest rate of up to 10.5% offered by Blackstone was below market. At the meeting, Vista indicated it was supportive of a transaction at $8.50 per share and stated that if the Board determined to move forward on these terms, it would be prepared to engage with Blackstone to negotiate terms of a preferred instrument in order to facilitate a transaction (at the interest rate proposed). After discussion, the Board determined to proceed with discussions relating to Blackstone’s offer to acquire all of the outstanding shares of common stock of the Company for $8.50 per share, representing a 29% premium to the January 30 Price, contingent on the Vista Stockholders investing $1.25 billion of the proceeds received from shares of Company common stock owned by them as non-convertible preferred equity of the post-closing company at a 10.5% per annum payment-in-kind interest rate. The Board did not assess whether the Vista Preferred Financing was advisable, fair to and in the best interests of the Vista Stockholders.

At the same meeting, the Board determined to form the Special Committee to (a) review and evaluate a potential sale of the Company, including the Vista Preferred Financing, (b) make such investigation of a potential sale of the Company and any alternatives thereto (including remaining an independent company) as it, in its sole discretion, deems advisable or appropriate, (c) if the Special Committee considers it advisable or appropriate, review and provide input with respect to the price, structure, form, terms and conditions of a potential sale of the Company or any alternative thereto and the form, terms and conditions of any definitive agreements in connection therewith, (d) determine whether a potential sale of the Company or any alternative thereto is advisable and fair to and in the best interests of the Company and its stockholders, (e) obtain any necessary or desirable advice, assistance and opinions from financial advisors, legal counsel or other advisors, consultants and agents, (f) recommend to the full Board what action, if any, should be taken by the Company with respect to a potential sale of the Company that includes or contemplates the Vista Preferred Financing, and (g) provide reports or recommendations to the Board in regard to a potential sale of the Company at such times as the Special Committee deems appropriate and consistent with its activities. The Board also determined that (i) the Special Committee would not have the power to cause the Company to enter into any letter of intent, memorandum of understanding, definitive agreement to effect, or other agreement binding or committing the Company to the terms of a potential sale of the Company or any alternative thereto, which powers and authority remained vested exclusively in the Board, and (ii) the Board would not approve or recommend a potential transaction that involved the Vista Preferred Financing without a prior favorable recommendation of the Special Committee. After discussion at the meeting, the Board determined that each of Mr. Frankola and Ms. Martin were independent and disinterested for purposes of a possible sale of the Company, including in the case of a transaction including the Vista Preferred Financing, and appointed them to the Special Committee.

Immediately following the completion of the Board meeting, the Special Committee held a meeting with representatives of Kirkland in attendance to discuss the retention of independent legal and financial advisors to advise the Special Committee. The Special Committee determined to contact Goodwin Procter LLP (“Goodwin”) to determine whether Goodwin was available to serve as the Special Committee’s independent legal advisor, on the basis of Goodwin’s extensive expertise, knowledge of the industry in which the Company operates and experience advising software and technology companies in connection with potential strategic transactions.

Beginning on March 6, 2023 until the signing of the Merger Agreement, and with the approval of the Special Committee at the meeting on March 7, 2023, representatives of Blackstone and representatives of Vista negotiated the terms of the Vista Preferred Financing.

Also on March 6, 2023, representatives of Kirkland delivered to representatives of Simpson Thacher initial drafts of the Preferred Term Sheet in connection with the Vista Preferred Financing and the Voting Agreement for the Vista Stockholders as requested by Blackstone. The draft Preferred Term Sheet delivered by representatives of Kirkland contemplated, among other terms, an initial 10.5% payment-in-kind interest, which rate would be increased by 1.0 percentage point per annum beginning on the fifth anniversary of the closing date and 2.0 percentage points per annum beginning on the tenth anniversary of the closing date or upon the occurrence of certain noncompliance events. The draft Preferred Term Sheet also contemplated that the issuer would be required to repurchase the preferred shares for cash in the case of certain mandatory redemption events and that the holders of the preferred shares would be entitled to designate one member to the issuer’s board of directors.

Between March 6, 2023 and March 14, 2023, representatives of Kirkland and Simpson Thacher exchanged drafts and negotiated the terms of the Preferred Term Sheet and the Voting Agreement for the Vista Stockholders, and conducted a number of conference calls regarding the drafts of such agreements. Among other items in the draft Preferred Term Sheet, the parties negotiated circumstances in which the interest rate would be increased, optional and mandatory redemption rights (including, at the request of Blackstone, the right of the issuer to elect to repurchase the preferred shares for equity in the case of certain mandatory redemption events), transferability of the preferred shares, consent, board, exit-demand and registration rights. The final Preferred Term Sheet negotiated by the parties reflected the following terms: (a) an initial 10.5% payment-in-kind interest rate, which rate will increase by 0.75% per annum beginning on the eighth anniversary of the closing date, subject to a maximum rate of 15.0% per annum (the “Maximum Rate”); (b) the right of the issuer to redeem the preferred shares prior to the second anniversary of the closing date, for cash at a make-whole redemption price, or on and after the second anniversary of the closing date, based on the redemption prices set forth in the Preferred Commitment Letter, decreasing ratably to par for any redemption occurring after the fourth anniversary of the closing date; (c) the right of the holders of the preferred shares, upon the occurrence of certain change of control events or upon an initial public offering (“IPO”) (each, a “Mandatory Redemption Event”), to require the issuer to repurchase the preferred shares at the applicable redemption price for cash, or in certain circumstances and at the election of the issuer, an equivalent number of shares of the acquiring company or shares of the publicly traded entity listed in such IPO; (d) in the case of a Mandatory Redemption Event in which the holders of common stock of the issuer would achieve a gross internal rate of return (“IRR”) of 20% or greater, the obligation of the issuer to make a “catch up” payment to each holder of preferred shares in an amount equal to (x) the amount of dividends that would have accrued on the preferred shares assuming an initial interest rate of 12.5% minus (y) any make-whole amount or redemption premium to be paid to a holder of a preferred share in connection with such Mandatory Redemption Event (which “catch up” payment is subject to reduction to the extent necessary to cause the IRR to not be less than 20% after giving effect to such payment); (e) beginning on the tenth anniversary of the closing date, the right of the holders of a majority of the outstanding preferred shares to demand the issuer to engage in a process to effect either an IPO or a sale of the issuer (if the issuer fails to consummate such an IPO or sale within twelve months of a demand, then the dividend rate will increase by 1.0 percentage point per annum, subject to the Maximum Rate); (f) certain consent rights of the holders of the preferred shares over, among other things, the incurrence of indebtedness, the making of restricted payments and transactions with affiliates; and (g) the right of the Vista Stockholders to designate one non-voting observer to the issuer’s board of directors so long as they own at least 30% of the preferred shares outstanding at such time.

On March 7, 2023, the Special Committee held a meeting. Members of the Company’s management and representatives of Kirkland also attended portions of the meeting, and representatives of Goodwin attended the meeting. Representatives of Goodwin noted that, prior to this meeting, Goodwin received confirmations from both of the members of the Special Committee that neither had any disabling conflicts of interest with respect to the Company or any of its subsidiaries, or with Vista or Blackstone or any of their respective affiliates (including their

respective portfolio companies). Representatives of Kirkland then summarized the material aspects of the Preferred Term Sheet in connection with the Vista Preferred Financing, noting that the parties largely modelled the economic and covenant terms of the Vista Preferred Financing from prevailing market terms for third-party debt financing in a leveraged buyout. Representatives of Goodwin then discussed the Special Committee’s fiduciary duties under Delaware law in connection with the review of the potential transaction involving Blackstone and involving the Vista Preferred Financing. Representatives of Goodwin and Kirkland then discussed Blackstone’s request to initiate discussions regarding potential rollovers and other post-closing arrangements with certain members of the Company’s management. Following such discussion, and in light of the key terms of the potential transaction, including the maximum price that Blackstone would be willing to pay, having been finalized, the members of the Special Committee authorized high-level, non-binding discussions to occur, with more detailed discussions, including as to negotiation of binding rollover agreements, to be deferred until the Special Committee provided further approvals at a later time. In executive session, with representatives of Kirkland having left the meeting and representatives of Goodwin still in attendance, the Special Committee also discussed the potential engagement of J.P. Morgan to advise the Special Committee with respect to a potential transaction. The Special Committee noted J.P. Morgan’s extensive expertise, qualifications, knowledge of the industry in which the Company operates, and experience representing special committees. Following such discussion, the Special Committee authorized Goodwin to negotiate terms of an engagement letter with representatives of J.P. Morgan and procure J.P. Morgan’s relationships disclosure with respect to the potential transaction. Representatives of Goodwin then provided a summary of the current legal terms of the Vista Preferred Financing and also noted that they expected Blackstone to further negotiate the terms contained in Vista’s initial draft Preferred Term Sheet in favor of Blackstone.

Also on March 7, 2023, representatives of Kirkland delivered to representatives of Simpson Thacher a revised draft of the Merger Agreement and ancillary transaction documents. Between March 7, 2023 and March 14, 2023, representatives of Kirkland and Simpson Thacher, on behalf of the Company and Blackstone, respectively, exchanged drafts of the Merger Agreement and ancillary transaction documents, and conducted a number of conference calls regarding the draft Merger Agreement and ancillary transaction documents. Among other items in the draft Merger Agreement, the parties negotiated the termination fees to be payable by the Company and Blackstone, regulatory efforts, the treatment of equity awards, the inclusion of a go-shop covenant, the terms of the no-shop covenant, caps on the parties’ liability, closing timing and the conditions to the Merger. Representatives of Kirkland delivered such drafts of the Merger Agreement and other transaction documents to representatives of Goodwin for its review and comment, which, in turn shared such documents with the Special Committee promptly as received.

On March 8, 2023, the Special Committee held a meeting. Representatives of Qatalyst Partners and Kirkland also attended portions of the meeting and representatives of Goodwin attended the meeting. Representatives of Qatalyst Partners reviewed with the Special Committee the outreach process undertaken by the Company to date and the status of discussions with the parties that had indicated an interest in a potential acquisition of the Company, including (x) the discussions with Blackstone and the terms of the Vista Preferred Financing and (y) that (1) Party A stated that it would be unable to improve the purchase price set forth in the Revised Party A Proposal, (2) Party A stated that it required partnership with other equity financing sources, and (3) Party A had not engaged in other steps necessary to consummate a transaction, including, among other things, requesting access to begin confirmatory diligence and providing any comments to the draft Merger Agreement. By comparison, Blackstone had completed confirmatory diligence and substantially completed the negotiation of the draft Merger Agreement. The Special Committee discussed the terms of the Vista Preferred Financing. The Special Committee also discussed the outreach process undertaken by the Company to date and whether based on such process and in light of the Vista Preferred Financing, any further outreach to additional potential bidders or to prior bidders, including to offer financing terms similar to the Vista Preferred Financing, would present a reasonable likelihood of producing a proposal that is superior to the March 4 Proposal. Following discussion, the Special Committee determined that it would further assess such matters, including the Vista Preferred Financing, before deciding on any further outreach.

On March 9, 2023, Qatalyst Partners delivered an updated relationship disclosure letter to the Board.

Also on March 9, 2023, representatives of Qatalyst Partners received an inbound inquiry from a financial sponsor (which we refer to herein as “Party L”) concerning its potential interest in an acquisition of the Company and relayed this inquiry to the Board.

Also on March 9, 2023, the Special Committee held a meeting. Representatives of J.P. Morgan also attended portions of the meeting and representatives of Goodwin attended the meeting. Representatives of J.P. Morgan discussed its preliminary analysis of the Vista Preferred Financing terms and hypothetical third party financings in the current market.

Also on March 9, 2023, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. Members of the Company’s management and representatives of Qatalyst Partners updated the Board with respect to the revised terms proposed by Blackstone and the negotiations that had occurred over the past week. Representatives of Qatalyst Partners reviewed its financial analyses of the March 4 Proposal based on the February Projections (as more fully described in the section of this proxy statement titled “The Merger — Certain Financial Projections”). The Board also considered the inbound inquiry from Party L and given the amount of time that had elapsed following the WSJ Article and the presence of a fully negotiated and diligenced proposal from Blackstone that was not subject to the completion of additional confirmatory diligence, the Board chose not to respond to such inbound inquiry. Representatives of Kirkland discussed with the Board its fiduciary duties under Delaware law in connection with the potential transaction, as well as approaches for mitigating or neutralizing any conflicts of interest, including the formation of the Special Committee. Representatives of Kirkland summarized the terms of the draft Merger Agreement, as well as the terms of the Preferred Term Sheet, including with respect to redemption rights, transferability of equity, consent rights, registration rights and indemnification obligations, and other transaction documents, but the Board did not assess whether the Vista Preferred Financing was advisable, fair to and in the best interests of the Vista Stockholders. The Board discussed the price and other terms of the Merger Agreement and indicated its support for a transaction on those terms, subject to the prior favorable recommendation of the Special Committee. The Board also reviewed Qatalyst Partners’ updated relationship disclosure letter and determined that based on the letter it continued to believe that Qatalyst Partners did not have any conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities as financial advisor to the Board.

Also on March 9, 2023, J.P. Morgan provided the Special Committee with customary relationship disclosures regarding J.P. Morgan’s relationships with Blackstone and Vista.

Also on March 9, 2023, representatives of Kirkland delivered to representatives of Simpson Thacher revised drafts of the Equity Commitment Letter and the Limited Guarantee. Between March 9, 2023 and March 14, 2023, representatives of Kirkland and Simpson Thacher, on behalf of the Company and Blackstone, respectively, exchanged drafts of the Equity Commitment Letter and the Limited Guarantee, and conducted a number of conference calls regarding the drafts of such agreements. Representatives of Kirkland delivered such drafts to representatives of Goodwin for its review and comment.

Later on March 9, 2023, the Special Committee held another meeting with representatives of J.P. Morgan and Goodwin present. Representatives of J.P. Morgan reviewed the February Projections and the December Projections. Following discussion, the Special Committee approved the February Projections and directed J.P. Morgan to use them for purposes of its financial analysis of the proposed transaction.

On March 10, 2023, the Company (on behalf of, and at the direction of, the Special Committee) and J.P. Morgan executed an engagement letter.

Also on March 10, 2023, the Special Committee held a meeting with representatives of J.P. Morgan and Goodwin in attendance. Representatives of J.P. Morgan discussed its preliminary analysis of the Vista Preferred Financing terms and hypothetical third party financing terms in the current market. Representatives of J.P. Morgan also reviewed its preliminary financial analysis of the proposed Merger Consideration, and the Special Committee discussed this preliminary analysis. The Special Committee then discussed the likelihood that other bidders in the Company’s sale process would have materially altered the terms of a potential transaction with the Company if such other bidders were able to obtain financing on similar terms to the Vista Preferred Financing. After the Special Committee’s discussion, the Special Committee determined that the March 4 Proposal was the best price reasonably available and that contacting the prior bidders or additional potential bidders would be unlikely to result in a proposal that is superior to the current Blackstone proposal.

Also on March 10, 2023, representatives of Kirkland delivered to representatives of Simpson Thacher drafts of the Preferred Commitment Letter and the Voting Agreements for certain management members. Between March 10, 2023 and March 14, 2023, representatives of Kirkland and Simpson Thacher, on behalf of the Company and

Blackstone, respectively, exchanged drafts of the Preferred Commitment Letter and the Voting Agreements for certain management members, and conducted a number of conference calls regarding the drafts of such agreements. Representatives of Kirkland delivered such drafts to representatives of Goodwin for its review and comment.

Also on March 10, 2023, representatives of Blackstone met telephonically with Mr. Aggarwal, with representatives of Simpson Thacher and Kirkland in attendance, to discuss members of senior management’s receptiveness to a rollover of their investment in the Company as part of a potential transaction. Mr. Aggarwal confirmed that, subject to the negotiation of definitive terms at a later date (if and as approved by the Special Committee), members of senior management would be receptive to rolling over a material portion of their investment in the Company but no specific terms or amounts were discussed or agreed regarding such potential rollover.

On March 13, 2023, the Special Committee held a meeting, with representatives of J.P. Morgan and Goodwin present. Representatives of J.P. Morgan and Goodwin discussed the Vista Preferred Financing terms and hypothetical third party financings in the current market. Following discussion and consideration of the transaction documents, including the Preferred Commitment Letter, the Special Committee, having considered the course of dealing among the Company, Vista and Blackstone with respect to the Vista Preferred Financing, determined that the economic and legal terms of the Vista Preferred Financing were not more favorable in the aggregate to Vista than as could be achieved in arm’s-length similar transactions in the prevailing market. Representatives of J.P. Morgan then reviewed its financial analysis of the proposed Merger Consideration and then formally delivered J.P. Morgan’s oral opinion to the Special Committee, which was subsequently confirmed by delivery of a written opinion, dated as of March 14, 2023, that as of the date of such opinion, and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of Cvent common stock (other than (i) the holders of Owned Company Shares (as defined in the Merger Agreement), (ii) the holders of Dissenting Company Shares (as defined in the Merger Agreement), and (iii) the Vista Stockholders) in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan’s opinion is more fully described in the section of this proxy statement titled “The Merger — Opinion of J.P. Morgan.” The Special Committee then adopted resolutions favorably recommending the potential transaction with Blackstone and the Vista Preferred Financing to the Company Board after consideration of the factors described in the section titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Cvent Board.”

On the evening of March 13, 2023, following the Special Committee meeting, the Board held a meeting with members of the Company’s management and representatives of Qatalyst Partners and Kirkland in attendance. Representatives of Qatalyst Partners reviewed with the Board its financial analyses of the merger consideration of $8.50 per share of Company common stock in cash, without interest. At the conclusion of its presentation, Qatalyst Partners delivered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of March 13, 2023, and based upon and subject to the various qualifications, assumptions, limitations and other matters considered in the preparation thereof as set forth therein, the merger consideration of $8.50 per share of Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners’ opinion is more fully described in the section of this proxy statement titled “The Merger — Opinion of Qatalyst Partners.” Representatives of Kirkland summarized the terms of the draft Merger Agreement and the Preferred Term Sheet. Following discussion and consideration of the Merger, the draft Merger Agreement and the other transactions contemplated by the Merger Agreement and the other transaction documents (including the factors described in the section titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Cvent Board”), the members of the Board, by unanimous resolution, and acting on the recommendation of the Special Committee: (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (c) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof. Further, the members of the Board reviewed and approved the Voting Agreements, the Equity Commitment Letter, the Limited Guarantee, the Company disclosure letter and other transaction documents, as well as the transactions contemplated by the Preferred Commitment Letter.

On the morning of March 14, 2023, the Company and Blackstone executed the Merger Agreement and delivered an executed Voting Agreement for the Vista Stockholders, Voting Agreements for certain management members, the Equity Commitment Letter, the Limited Guarantee and the Preferred Commitment Letter (including the Preferred Term Sheet). Blackstone also delivered an executed Debt Commitment Letter. After execution of the transaction agreements, the Company and Blackstone issued a joint press release announcing the entry into the Merger Agreement before the opening of the U.S. stock exchange on March 14, 2023.

The Special Committee, comprised solely of disinterested and independent members of the Company Board, unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (c) resolved to recommend that the Company Board approve and adopt the Merger Agreement and the other Transaction Documents. The Company Board, acting on the recommendation of the Special Committee, unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Board recommends that stockholders vote “FOR” adoption of the Merger Agreement at the Special Meeting.

In reaching their decision to approve the Merger Agreement, and to recommend that Cvent stockholders adopt the Merger Agreement, the Special Committee and the Cvent Board considered the following positive reasons to support the Merger and recommend adoption of the Merger Agreement:

The Special Committee, in reviewing and evaluating the Merger, including the Vista Preferred Financing, consulted with the Special Committee’s independent legal and financial advisors. In the course of reaching its determination and making its recommendations, the Special Committee considered the following list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Board:

The Special Committee also considered a number of factors discussed below relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to effectively represent the best interests of the Company and its stockholders. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Company stockholders:

In the course of reaching its determinations and making its recommendations, the Special Committee also considered a variety of uncertainties, risks and potentially negative factors, which are not presented in any relative order of importance, including:

This discussion of the information and factors considered by the Special Committee includes the material positive and negative factors considered by the Special Committee, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee. The Special Committee did not quantify or assign any specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Special Committee viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Special Committee may have given differing weights to different factors.

The explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.”

The Board carefully reviewed and considered the proposed Merger in consultation with Cvent’s senior management and legal and financial advisors and, upon the unanimous recommendation of the Special Committee, the Board unanimously: (a) determined that it was in the best interests of Cvent and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by Cvent, the performance by Cvent of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (c) recommended that the stockholders of Cvent adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the stockholders of Cvent at a meeting thereof. Accordingly, the Board recommends that stockholders vote “FOR” the Merger Proposal.

In reaching its decision to approve the Merger Agreement, and to recommend that Cvent stockholders adopt the Merger Agreement, the Board considered the following positive reasons to support the Merger and recommend adoption of the Merger Agreement:

In the course of its deliberations, the Board also considered, among other things, the following negative factors:

The preceding discussion of the information and factors considered by the Board is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with the Company’s management and legal and financial advisors. Further, the Board did not assess whether the Vista Preferred Financing was advisable, fair to and in the best interests of the Vista Stockholders.

The foregoing discussion of the reasoning of the Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.”

The Company retained Qatalyst Partners to act as financial advisor to the Cvent Board in connection with a potential transaction such as the Merger and to evaluate whether the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. The Company selected Qatalyst Partners to act as the Company’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation, its knowledge of the Company’s business and the industry in which the Company operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Cvent Board on March 13, 2023, Qatalyst Partners rendered to the Cvent Board its oral opinion, subsequently confirmed in writing, to the effect that, as of March 13, 2023 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated March 13, 2023, to the Cvent Board.

The full text of Qatalyst Partners’ written opinion, dated as of March 13, 2023, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Cvent Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation to any Company stockholder as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of the Company common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

For purposes of its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement, dated March 13, 2023 (the “Draft Merger Agreement”), certain related documents and certain publicly available financial statements and other business and financial information of the Company. Qatalyst Partners also reviewed the February Projections,

which are described more fully in the section of this proxy statement titled “The Merger — Certain Financial Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of the Company with senior management of the Company. Qatalyst Partners also reviewed the historical market prices and trading activity for the Company common stock and compared the financial performance of the Company and the prices and trading activity of the Company common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as it deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by the Company. With respect to the February Projections, Qatalyst Partners was advised by the Company’s management, and Qatalyst Partners assumed based on discussions with the management and the Cvent Board, that the February Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company and other matters covered thereby. Qatalyst Partners assumed that terms of the Draft Merger Agreement would not differ materially from the final executed Merger Agreement, and that the Merger would be consummated in accordance with the terms set forth in the Draft Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on the Company or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of the Company as to the existing and future technology and products of the Company and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice. Qatalyst Partners’ opinion does not constitute a recommendation as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of the Company common stock will trade at any time.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion did not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of (a) the compensation to any of the officers, directors or employees of the Company or any of its affiliates, or any class of such persons, relative to such consideration or (b) any consideration to be received by the Vista Stockholders or any of their affiliates other than the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated March 13, 2023. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the consensus of third-party research analysts’ projections of the future financial performance of the Company as of March 13, 2023 (the “Analyst Projections”) and the February Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for the Company common stock as of December 31, 2022 (which is the end of the Company’s most recent completed fiscal year and most recent balance sheet date) by:

Based on the calculations set forth above, this analysis implied a range of per share values for the Company common stock of approximately $7.09 to $11.25.

Qatalyst Partners reviewed and compared selected financial information and public market multiples for the Company with publicly available information and public market multiples for selected companies, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to the Company, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates of the selected companies as of March 13, 2023, and using the closing trading prices as of March 13, 2023 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully-diluted enterprise value divided by the estimated consensus revenue for calendar year 2023 (the “CY2023E Revenue Multiples”) for each of the selected companies.

The companies used in this comparison are listed below:

Based upon the Analyst Projections and the January 30 Price, Qatalyst Partners calculated a CY2023E Revenue Multiple for the Company of 4.8x.

Based on an analysis of the CY2023E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 4.0x to 6.5x and applied this range to the Company’s estimated calendar year 2023 revenue based on each of the February Projections and the Analyst Projections. Based on the calculations in the immediately preceding sentence and the number of fully-diluted shares of the Company common stock (calculated utilizing the treasury stock method) as of March 10, 2023, which takes into account the Options and RSU awards as of March 10, 2023, all of which amounts were provided by the Company’s management, this analysis implied a range of per share values for the Company common stock of approximately $5.44 to $8.76 based on the February Projections and approximately $5.53 to $8.90 based on the Analyst Projections.

No company included in the selected companies analysis is identical to the Company. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of the Company, such as the impact of competition on the Company’s business and the industry in general, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Qatalyst Partners reviewed and compared 55 selected public all-cash software transactions announced since 2011 that had an announced deal value of greater than $1 billion.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the fully diluted enterprise value of the target company as a multiple of the actual revenue from the last completed twelve-months of the target company (“LTM Revenue Multiple”), and (b) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of revenue over the next-twelve-months of the target company (“NTM Revenue Multiple”).

These transactions are listed below:

Based on the analysis of the LTM Revenue Multiple for each of the selected transactions, Qatalyst Partners selected a representative multiple range of 6.3x to 9.9x (which was chosen based on Qatalyst Partners’ professional judgment) and applied that range to the Company’s revenue for the twelve-month period ended on September 30, 2022, of $604 million, as provided in the Company’s public filings. Based on the calculations in the immediately preceding sentence and the number of fully diluted shares of Company common stock (calculated utilizing the treasury stock method) as of March 10, 2023, which takes into account the Options and RSU awards as of March 10, 2023, all of which amounts were provided by the Company’s management, this analysis implied a range of per share values for the Company common stock of approximately $7.03 to $11.04.

Based on the analysis of the NTM Revenue Multiple for each of the selected transactions, Qatalyst Partners selected a representative multiple range of 5.3x to 8.4x (which was chosen based on Qatalyst Partners' professional judgment) and applied that range to the Company’s projected revenue for the twelve-month period ending on September 30, 2023 of $706 million, based on the Analyst Projections. Based on the calculations in the immediately preceding sentence and the same fully-diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of per share values for the Company common stock of approximately $6.95 to $10.97.

No company or transaction utilized in the selected transactions analysis is identical to the Company or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry generally, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautions against placing undue reliance on this information.

In connection with the review of the Merger by the Cvent Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of the Company. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), to such holders. This analysis does not purport to be an appraisal or to reflect the price at which the Company common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Cvent Board was one of many factors considered by the Cvent Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Cvent Board with respect to the merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of the Company common stock (other than Parent or any affiliate of Parent), or of whether the Cvent Board would have been willing to agree to different consideration. The merger consideration of $8.50 per share of the Company common stock in cash, without interest thereon, payable in the Merger was determined through arm’s-length negotiations between the Company and Parent and was unanimously approved by the Special Committee and the Cvent Board. Qatalyst Partners provided advice to the

Company during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to the Company or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates, on the one hand, and the Company, Vista Equity Partners Management, LLC (“Vista Equity Partners Management”), Parent or Blackstone, an affiliate of Parent, on the other hand, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except for a fee of approximately $62 million received by Qatalyst Partners in connection with acting as a financial advisor to Datto Holding Corp., a portfolio company of Vista Equity Partners Management, in connection with its announced transaction involving Kaseya Holdings Inc. and Kaseya Inc. Qatalyst Partners and/or its affiliates may have provided, and may in the future provide, investment banking and other financial services to the Company, Vista Equity Partners Management, Parent or Blackstone, or their respective affiliates, in each case, for which Qatalyst Partners may have received, or would expect to receive, compensation. The information disclosed in this paragraph regarding relationships of Qatalyst Partners and fees recognized by it is based upon information provided to the Company by Qatalyst Partners.

Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the proposed Merger for which it will be paid approximately $50 million, $5 million of which was payable upon the delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. The Company has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

The Special Committee retained J.P. Morgan as its financial advisor in connection with the proposed Merger and to deliver a fairness opinion in connection with the proposed Merger.

At the meeting of the Special Committee on March 13, 2023, J.P. Morgan rendered its oral opinion to the Special Committee, which was subsequently confirmed by delivery of a written opinion, dated as of March 14, 2023, that as of the date of such opinion, and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of Cvent Common Stock (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), in each case, as of immediately prior to the Effective Time or as to which holders thereof have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL or the Vista Stockholders) in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated March 14, 2023, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this Proxy Statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Special Committee (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Merger Consideration to be paid to the holders of the Company common stock (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), in each case, as of immediately prior to the Effective Time or as to which holders thereof have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL or the Vista Stockholders) in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company, as to the Preferred Equity Financing or the Preferred Commitment Letter, or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with the Special Committee and certain members of the management of the Company with respect to certain aspects of the Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct nor was it provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of the Company and the Special Committee as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof provided to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by the Company and Parent in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the Merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of the Company common stock (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), in each case, as of immediately prior to the Effective Time or as to which holders thereof have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL or the Vista Stockholders) in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of the Company, as to the Preferred Equity Financing or the Preferred Commitment Letter, or as to the underlying decision by the Company to engage in the

Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of the Company common stock in the proposed Merger or with respect to the fairness of any such compensation.

J.P. Morgan was not authorized by the Special Committee or otherwise to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Special Committee and the Cvent Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Special Committee in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Special Committee, the Cvent Board or the Company’s management with respect to the proposed Merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Special Committee on March 13, 2023, which was subsequently confirmed by delivery of a written opinion, dated as of March 14, 2023, and in the financial analyses presented to the Special Committee on March 13, 2023 in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Special Committee and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were:

These companies were selected because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, were considered similar to the Company. However, certain of these companies may have characteristics that are materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the firm value (the “FV”) (calculated as equity value, plus or minus, as applicable, net debt or net cash) to the analyst consensus estimates of calendar year 2023 and 2024 revenues for the applicable company (the “FV/2023E Revenue Multiple” and “FV/2024E Revenue Multiple”).

The following table presents the results of this analysis.

Based on the results of this analysis, J.P. Morgan selected a FV/2023E Revenue Multiple reference range for the Company of 3.3x to 5.8x and a FV/2024E Revenue Multiple reference range for the Company of 2.9x to 4.9x. J.P. Morgan then applied such reference ranges to the Company’s projected revenue for calendar years 2023 and 2024, respectively, as set forth in the February Projections. These analyses indicated a range of firm values, which was then adjusted to take into account the Company’s net debt of $106 million obtained from the Company’s management, calculated as of December 31, 2022 to derive ranges of implied per share equity value for the Company common stock (rounded to the nearest $0.10) of approximately $4.50 to $7.90 and $4.80 to $8.10 for 2023 and 2024, respectively. J.P. Morgan compared this to the Merger Consideration of $8.50 per share of the Company common stock.

Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be sufficiently analogous to the Company’s business (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which the Company operates.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company's FV implied in the relevant transaction to the target company's estimated revenue for the twelve months immediately following the announcement of the applicable transaction (the “FV/NTM Revenue Multiple”).

The following transactions were selected by J.P. Morgan as relevant to the evaluation of the proposed Merger and the FV/NTM Revenue Multiple for each such transaction are as indicated in the following table:

None of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen by J.P. Morgan because J.P. Morgan judged certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, to be similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed Merger.

Based on the results of this analysis and J.P. Morgan’s professional judgment and experience, J.P. Morgan selected a FV/NTM Revenue Multiple reference range for the Company of 4.0x to 8.5x. J.P. Morgan then applied such

reference range to the Company’s projected revenue for calendar year 2023 as set forth in the February Projections. The analysis indicated a range of firm values, which was then adjusted to take into account the Company's net debt of $106 million obtained from the Company’s management, calculated as of December 31, 2022, which further indicated a range of implied per share equity value for the Company common stock (rounded to the nearest $0.10) of approximately $5.50 to $11.40, which J.P. Morgan compared to the Merger Consideration of $8.50 per share of the Company common stock.

J.P. Morgan conducted a discounted cash flow analysis, using the unlevered free cash flows (less stock-based compensation) that the Company was forecasted to generate from December 31, 2022 through fiscal year 2028, as set forth in the February Projections, for the purpose of determining the fully diluted equity value per share for the Company common stock. J.P. Morgan also calculated a range of terminal values for the Company at the end of the 6-year period ending in 2028 by applying terminal growth rates ranging from 4.5% to 5.5%, which were determined based on J.P. Morgan's professional judgment and experience, to estimates of terminal revenue for the Company at the terminal year, based on the February Projections. J.P. Morgan then discounted such unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2022 using discount rates ranging from 11.0% to 12.0%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present values of such unlevered free cash flow estimates and the range of terminal values were then adjusted for the Company’s estimated net debt of $106 million obtained from the Company management, calculated as of December 31, 2022 to derive implied equity values per share of the Company common stock on a fully diluted basis. This analysis indicated a range of implied per share equity value for the Company common stock (rounded to the nearest $0.10) of $6.30 to $8.60, which J.P. Morgan compared to the Merger Consideration of $8.50 per share of the Company common stock.

it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Special Committee and deliver an opinion to the Special Committee with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

J.P. Morgan received a fee from the Company of $4,000,000 for the rendering of its opinion to the Special Committee. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as co-placement agent on an offering of equity securities of the Company’s predecessor in December 2021. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have also had commercial or investment banking relationships with the Company’s approximately 81% stockholder, Vista Equity Partners (“Vista”), for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing debt syndication services, equity underwriting, and financial advisory services to Vista portfolio companies. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have also had commercial or investment banking relationships with Parent’s parent entity, Blackstone, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on a syndicated credit facility for a Blackstone affiliate in February 2021, joint lead bookrunner on an offering of debt securities of a Blackstone affiliate in September 2021, joint lead bookrunner on an offering of equity securities of a Blackstone affiliate in September 2021 and financial advisor to a Blackstone affiliate on its acquisition of an ownership stake in Elba Liquefaction Company in May 2022. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have also had commercial or investment banking relationships with Blackstone portfolio companies, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing debt syndication, equity underwriting, debt underwriting and financial advisory services to Blackstone portfolio companies. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Vista and its portfolio companies and Blackstone and its portfolio companies, for which it receives customary compensation or other financial benefits. During the two-year period preceding delivery of its written opinion ending on March 14, 2023, the aggregate fees recognized by J.P. Morgan from the Company were approximately $37 million, from Vista were approximately $30.4 million, and from Blackstone were approximately $239.6 million, as provided by J.P. Morgan. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Blackstone. In the ordinary course of their businesses, J.P. Morgan

and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Blackstone for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

The Company does not, in the ordinary course, make long-term projections as to future performance available to the public, given, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized or may change. In connection with the evaluation of potential strategic alternatives, senior management prepared certain unaudited prospective financial information for the Company. Financial projections for the remainder of fiscal year 2022 and fiscal years 2023 through 2025 were prepared by senior management and were reviewed and approved for use by the Board on December 6, 2022 (the “December Projections”). The December Projections were (a) shared on December 8, 2022 with Blackstone and (b) uploaded on December 9, 2022 to the virtual data room set up for the transaction, where other potential bidders that were admitted to the virtual data room were provided with access to the December Projections. At the request of Blackstone, the Company’s management also prepared free cash flow projections for each quarter of fiscal year 2023 (the “Supplemental Free Cash Flow Projections”), which were calculated based on the Adjusted EBITDA for fiscal year 2023 on a quarterly basis and were approved by the Board on January 6, 2023, and provided to Blackstone on January 8, 2023. At the direction of the Board, the Company’s management also prepared free cash flow projections for fiscal years 2024 through 2028 and extrapolated the December Projections to include projections for fiscal years 2026 through 2028 (the “January Projections”), which were approved by the Board on January 6, 2023. In February, the Company’s management updated each of the Supplemental Free Cash Flow Projections (as updated, the “Updated Free Cash Flow Projections”) and the January Projections (as updated, the “February Projections”) to reflect refined assumptions with respect to projected cash taxes for fiscal year 2023 and the impact of such refined assumptions on the Company and its free cash flow. The Updated Free Cash Flow Projections were calculated based on the Adjusted EBITDA for fiscal year 2023 on a quarterly basis, were approved by the Board on February 12, 2023 and were provided to Blackstone on February 13, 2023, and the February Projections were approved by the Board on February 12, 2023 for use and reliance by Qatalyst Partners in connection with its financial analyses and in connection with its opinion to the Board as described above under the section of this proxy statement titled “The Merger — Opinion of Qatalyst Partners.” The February Projections were also approved by the Special Committee on March 9, 2023 for use and reliance by J.P. Morgan in connection with its financial analyses and in connection with its opinion to the Special Committee described above under the section of this proxy statement titled “The Merger — Opinion of J.P. Morgan.” The February Projections, the January Projections, the December Projections, the Updated Free Cash Flow Projections and the Supplemental Free Cash Flow Projections are collectively referred to herein as the “Projections.”

The Projections were prepared by senior management at the direction of the Board. The Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles (“GAAP”). The Projections have been prepared by, and are the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

The tables below present summaries of the Projections, as prepared by senior management and provided by senior management to the Board and the Special Committee. The Projections summarized below are included solely to provide the Company’s stockholders access to financial projections that were made available to the Board, the Special Committee, Qatalyst Partners, J.P. Morgan and/or Blackstone in connection with the proposed Merger, and are not included in this proxy statement to influence a Company’s stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose.

The Projections summarized below, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. The Projections also reflect assumptions that are subject to change, including, but not limited to, assumptions regarding: demand for events and meetings, the return to in-person events,

demand for advertising and software solutions, and demand for an integrated platform; growth rates; market share; market size and conditions; products and product mix; contract duration expansion; renewal rates; operating expenses; margins; ability to maintain and expand relationships with hotels and venues; and net working capital. The Projections cover multiple years, and thus, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Projections include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; competition; fluctuations in currency exchange rates; changes in applicable laws; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. See also the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.”

In addition, the Projections reflect assumptions that are subject to change and are susceptible to multiple interpretations based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections were prepared. Accordingly, actual results will differ, and may differ materially, from those contained in the Projections. The Projections assume organic company growth without business expansions from mergers and acquisitions or alternative business or licensing models. In addition, the Projections do not take into account any circumstances, transactions or events occurring after the date on which the Projections were prepared and do not give effect to any changes or expenses incurred after the date on which they were made, including as a result of the Merger or any effects of the Merger. The Company does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date on which the Projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error. There can be no assurance that the financial results in the Projections will be realized, or that future actual financial results will not materially vary from those estimated in the Projections.

Certain of the measures included in the Projections, including adjusted EBITDA and unlevered free cash flow, are financial measures that are not calculated in accordance with GAAP. Such non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures provided to a financial advisor are excluded from the SEC’s rules concerning non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not prepared or relied upon by the Board or the Special Committee in connection with their consideration of the Merger Agreement or by either Qatalyst Partners of J.P. Morgan for purposes of its financial analyses. Accordingly, the Company has not provided a reconciliation of any financial measures included in the Projections.

The following table is a summary of the December Projections:

The following table is a summary of the Supplemental Free Cash Flow Projections:

The following table is a summary of the Updated Free Cash Flow Projections:

The following table is a summary of the January Projections:

The following table is a summary of the February Projections:

The inclusion of selected elements of the Projections in the tables and accompanying narrative above should not be regarded as an indication that the Company and/or any of our affiliates, officers, directors, advisors or other representatives consider the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. The Projections were based upon certain financial, operating and commercial assumptions developed solely using the information available to the Company’s senior management at the time the Projections were created. None of the Company and/or its affiliates, officers, directors, advisors or other representatives gives any Company’s stockholder or any other person any assurance that actual results will not differ materially from the Projections and, except as otherwise required by law, the Company and/or its affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date on which the Projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the Projections are shown to be in error. The Company has made no representation to Parent or Merger Sub concerning the Projections in the Merger Agreement or otherwise.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company’s stockholders are cautioned not to place undue, if any, reliance on such Projections.

If the Merger Proposal is approved and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Cvent upon the terms set forth in the Merger Agreement. As the surviving corporation in the Merger, Cvent will continue to exist following the Merger and as a wholly owned subsidiary of Parent.

Following the Merger, all shares of Cvent common stock will be beneficially owned by Parent and, except as otherwise expressly agreed to in writing, none of the Company’s current stockholders will have any direct ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent after the consummation of the Merger. Following the Merger, Parent will have the potential to benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the Effective Time, and without any action by any stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Cvent stockholder, each share of Cvent common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Cvent common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or as to which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) will be

automatically canceled, extinguished and converted into the right to receive the Merger Consideration. See the section of this proxy statement titled “The Merger Agreement — Consideration to be Received in the Merger.”

Immediately prior to the Effective Time:

Cvent common stock is currently registered under the Exchange Act and trades on Nasdaq under the ticker symbol “CVT.” Following the consummation of the Merger, shares of Cvent common stock will be delisted from Nasdaq. In addition, the registration of shares of Cvent common stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to its common stock. Termination of registration of Cvent common stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s stockholders and the SEC, and will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

If the Merger Proposal is not approved by the Company’s stockholders, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Cvent common stock in connection with the Merger. Instead, the Company will remain an independent public company, Cvent common stock will continue to be listed and traded on Nasdaq, Cvent common stock will continue to be registered under the Exchange Act, the Company will continue to file periodic and other reports with the SEC with respect to its common stock and the Company’s stockholders will continue to own their shares of Cvent common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Cvent common stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Cvent common stock, including the risk that the market price of Cvent common stock may decline to the extent that the current market price of Cvent common stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Pursuant to the Merger Agreement, under certain circumstances, the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction and may be obligated to pay to Parent the Company Termination Fee. Further, under certain circumstances, Parent may be obligated to pay the Company the Parent Termination Fee. See the section of this proxy statement titled “The Merger Agreement — Termination.”

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $4,589,000,000, which will be funded via the Debt Financing, the Equity Financing and the Preferred Equity Financing described below. Parent and Merger Sub have represented to Cvent in the Merger Agreement that, assuming the consummation of the Preferred Equity Financing, the aggregate proceeds from the Financing are sufficient to pay a portion of the aggregate Merger Consideration and related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Merger and the Financing).

Parent has obtained a commitment from the Guarantors to provide equity financing pursuant to the terms of the Equity Commitment Letters. Concurrently with the execution of the Merger Agreement, Parent and Merger Sub delivered to Cvent copies of the Equity Commitment Letters. Other than as expressly set forth in the Equity Commitment Letters, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Equity Financing. In no event will the receipt or availability of any funds or financing (including the financing contemplated by the Equity Commitment Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Pursuant to the Debt Commitment Letter, each of MSSF, UBS and Citizens has committed to fund certain senior secured revolving and term loan facilities at the closing of the Merger for the purpose of, among other things, allowing Parent and/or Merger Sub to fund (a) a portion of the aggregate Merger Consideration payable by Parent and/or Merger Sub, (b) the repayment in full of all outstanding indebtedness under the Company’s credit agreement and (c) related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Financing and the Preferred Equity Financing).

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. The obligations of the Financing Sources to fund the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including, but not limited to: (a) the substantially simultaneous contribution of certain specified equity amounts, (b) the simultaneous, or substantially simultaneous consummation of the Merger and (c) the repayment in full of all outstanding indebtedness under the Company’s credits agreement.

The obligation of the Financing Sources to fund the debt commitments under the Debt Commitment Letter will automatically and immediately terminate in the event that either (a) the initial borrowing under the term loan facility does not occur on or before 11:59 p.m., New York City time, on the date that is five business days after the Termination Date or (b) the date on which Parent informs the Financing Sources that the Merger Agreement has been terminated in accordance with its terms by Parent prior to the consummation of the Merger.

Pursuant to the Equity Commitment Letters, each of the Guarantors have committed to contribute or cause to be contributed to Parent at the closing of the Merger certain equity financing for the purpose of allowing Parent and/or Merger Sub to fully fund (a) a portion of the aggregate Merger Consideration payable by Parent and/or Merger Sub, and (b) related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Merger).

The obligations of the Guarantors to provide certain equity financing under the Equity Commitment Letters are subject to a number of conditions, including, but not limited to: (a) the satisfaction or waiver by Parent of all of the conditions to Parent’s obligation to effect the closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver

of such conditions), (b) the substantially simultaneous funding of (i) the Debt Financing and (ii) the equity commitments pursuant to the Equity Commitment Letters of each of the other Guarantors and (c) the substantially simultaneous consummation of the closing. Such funding will occur substantially simultaneously with the issuance of the securities to each of the Guarantors.

The obligation of each Guarantor to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (a) the consummation of the closing (but only if such obligation shall have been discharged in connection therewith), (b) the termination of the Merger Agreement pursuant to the Merger Agreement, (c) the commencement of any action, suit or proceeding which terminates the Guarantors’ obligations or liabilities under the Limited Guarantees in accordance with their terms, (d) the termination of any of the other Equity Commitment Letters of each of the other Guarantors and (e) the payment of any amounts due pursuant to the Limited Guarantees.

Cvent is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letters to be funded by the Guarantors to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against the Guarantors to perform their funding obligations under the Equity Commitment Letters, in each case, subject to (a) the limitations and conditions set forth in the Equity Commitment Letters and (b) the terms and conditions of the Merger Agreement.

Concurrently with the execution of the Merger Agreement, the Guarantors have executed and delivered limited guarantees in favor of Cvent. Pursuant to the Limited Guarantees, the Guarantors have agreed to guarantee the due and punctual performance and payment of: (a) Parent’s reimbursement and indemnification obligations set forth in the Merger Agreement and (b) the Parent Termination Fee when and only if such amounts become payable pursuant to the Merger Agreement, subject to certain limitations. The obligations of the Guarantors under the Limited Guarantees are subject to an aggregate cap equal to $282,216,878.

The Limited Guarantees will terminate and be of no further force and effect, and the Guarantors will have no further obligation or liability under the Limited Guarantees, upon the earliest to occur of: (a) the consummation of the closing of the Merger, (b) subject to the cap, receipt in full in cash by the Company or its affiliates of the obligations under the Limited Guarantees, (c) the valid termination of the Merger Agreement in accordance with its terms, other than (i) by the Company if Parent or Merger Sub has breached or failed to perform any of its respective representations, warranties covenants or other agreements contained in the Merger Agreement or if Parent fails to consummate the Merger following the satisfaction by the Company of the closing conditions or (ii) by the Company or Parent if the closing does not occur by the Termination Date at a time when the Company had the right to terminate the Merger Agreement pursuant provisions described in clause (c)(i) and (d) 120 days following the termination of the Merger Agreement (i) by the Company pursuant to the provisions described in clause (c)(i) or (ii) by the Company or Parent pursuant to the provision described in clause (c)(ii) (or, if the Company has made a claim under the Limited Guarantees prior to such date, the date that such claim is finally satisfied or otherwise finally resolved).

Pursuant to the Preferred Commitment Letter, the Vista Stockholders have committed to invest a portion of their proceeds from the merger consideration to acquire non-convertible preferred shares of Capstone TopCo, Inc., the indirect parent company of Parent. Such preferred shares of Capstone TopCo, Inc. shall be issued to the Vista Stockholders at the closing of the Merger in exchange for $1,250,000,000 (the “Preferred Purchase Price”) in cash, and, solely for administrative convenience, the payment of the Preferred Purchase Price for the preferred shares shall be satisfied in full from the merger consideration that the Vista Stockholders would otherwise receive in the Merger with respect to the number of shares of Cvent common stock equal to the Preferred Purchase Price divided by the per share price of the Merger Consideration. The preferred shares will be issued pursuant to certain preferred equity documentation expected to be entered into at the closing of the Merger, the terms of which shall be negotiated in accordance with the Preferred Commitment Letter. The closing of the Preferred Equity Financing is expected to occur substantially concurrently with the consummation of the Merger, on the terms and subject to the conditions set forth in the Preferred Commitment Letter.

In considering the recommendations of the Cvent Board with respect to the Merger, Cvent stockholders should be aware that the directors and executive officers of Cvent have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Cvent stockholders generally. The Special

Committee and the Cvent Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Cvent stockholders adopt the Merger Agreement. See the section of this proxy statement titled “The Merger — Background of the Merger” and the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Cvent Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

Cvent Stock Options. Except as otherwise agreed to in writing prior to the Effective Time by Parent and a holder of any Option, at the Effective Time, each Option outstanding as of immediately prior to the Effective Time with an exercise price per share less than the Merger Consideration will automatically, be treated as follows:

Each Option (whether a Vested Option or an Unvested Option) with a per share exercise price equal to or greater than the Merger Consideration will be cancelled automatically at the Effective Time for no consideration.

Cvent RSU Awards. Except as otherwise agreed to in writing prior to the Effective Time by Parent and a holder of any RSU award, at the Effective Time, each RSU award outstanding as of immediately prior to the Effective Time will automatically be treated as follows:

Quantification of Payments. All Unvested RSU awards held by our non-employee directors will fully vest at the Effective Time, subject to the non-employee director’s continued service through the Effective Time. The estimated aggregate amount that would be payable to Cvent’s seven non-employee directors for their Unvested RSU awards if the Effective Time occurred on May 1, 2023 is $567,290. As of the date of this proxy statement, none of our named executive officers are expected to receive any accelerated vesting or payment in respect of their Options or RSU awards as a result of the consummation of the Merger or in connection with any termination of employment following the consummation of the Merger.

Each of Rajeev K. Aggarwal, Cvent’s Chief Executive Officer, Charles V. Ghoorah, Cvent’s President of Worldwide Sales, David C. Quattrone, Cvent’s Chief Technology Officer, William J. Newman, III, Cvent’s Senior Vice President and Chief Financial Officer and Jeannette Koonce, Cvent’s General Counsel and Corporate Secretary is party to an employment agreement with Cvent (the “Employment Agreements”). Under the Employment Agreements, each executive officer is eligible for certain severance payments and benefits if he or she incurs a termination of employment by Cvent without cause or resigns for good reason (each, a “qualifying termination”).

The Employment Agreements provide that, upon a qualifying termination, Messrs. Aggarwal, Ghoorah, and Quattrone would be entitled to:

The Employment Agreements provide that, upon a qualifying termination, Mr. Newman and Ms. Koonce would be entitled to:

Payments and benefits under each of the Employment Agreements are subject to the applicable executive officer’s execution and non-revocation of a general release of claims in favor of Cvent and continued compliance with the Company’s Confidentiality, Invention Assignment, Non-Solicit, Non-Compete, and Arbitration Agreement.

As of the date of this proxy statement, none of our executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the consummation of the Merger. Prior to or following the closing of the Merger, however, certain executive officers may have discussions, or may enter into agreements with, Parent, Cvent, or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

Under the Merger Agreement, Cvent may take certain actions before the Effective Time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), including the executive officers. As of the date of this proxy statement, Cvent has not approved any specific actions to mitigate any impact of Section 280G of the Code on Cvent or any disqualified individuals.

In connection with their service as members of the Special Committee, members of the Special Committee are eligible to receive an additional cash fee in the amount of $1,500 for each meeting of the Special Committee (none of which is contingent upon the consummation of the Merger or the Special Committee’s or the Cvent Board’s recommendation of the Merger).

Pursuant to the terms of the Merger Agreement, Cvent’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section of this proxy statement titled “The Merger Agreement — Indemnification of Directors and Officers and Insurance.”

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that may be paid or become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on May 1, 2023, that the named executive officer’s employment is terminated by Cvent without cause or by the named executive officer for good reason, and, in each case, on that date, the named executive officers’ salary and target bonus amounts are those in effect as of the date of this proxy statement.

In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion summarizes certain material U.S. federal income tax considerations applicable to holders of Cvent common stock who receive cash in exchange for shares of Cvent common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. This discussion is based upon the provisions of the Code, the U.S. Treasury Regulations promulgated thereunder and judicial decisions and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements set forth herein. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (referred to herein as the “IRS”) regarding any of the tax issues discussed herein. There can be no assurance that the IRS will not challenge one or more of the tax consequences of the Merger described in this proxy statement.

This discussion assumes that holders of Cvent common stock hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Cvent common stock in light of such holder’s individual circumstances, nor does it address U.S. state or local, non-U.S., or estate or gift taxes, the alternative minimum tax, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, the Medicare tax on net investment income or any other aspect of any U.S. federal tax other than the income tax. This discussion also does not address tax considerations that may be relevant to holders of Cvent common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions, brokers or dealers in securities or currencies, mutual funds, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities and their partners or members, S corporations, tax-exempt organizations, governmental organizations, retirement or other tax-deferred accounts, insurance companies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, U.S. expatriates and former citizens or long-term residents of the United States, holders who acquired their Cvent common stock through the exercise of Company stock options or otherwise as compensation, holders who hold their Cvent common stock as part of a hedge, straddle, constructive sale, conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, real estate investment trusts, regulated investment companies, holders deemed to sell their shares of Cvent common stock under the constructive sale provisions of the Code, persons who own (directly, indirectly or constructively) an equity interest in Parent or the surviving corporation and holders who exercise appraisal rights in connection with the merger under the DGCL.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Cvent common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partner and the partnership. If you are a partnership holding Cvent common stock or a partner of a partnership holding Cvent common stock, you are urged to consult your own tax advisor regarding the U.S. federal income tax consequences of the Merger relevant to you.

This discussion is for informational purposes only and is not tax advice. Holders of Cvent common stock are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the Merger to them in light of their particular circumstances, as well as any tax consequences of the Merger arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, “golden parachute” rules, or under any state, local or non-U.S. tax laws or under any applicable income tax treaty.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Cvent common stock that, for U.S. federal income tax purposes, is:

For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of Cvent common stock that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. holder.

The receipt of cash in exchange for shares of Cvent common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the Merger (determined before the deduction of any applicable withholding taxes) and such U.S. holder’s adjusted tax basis in the shares exchanged for cash pursuant to the Merger. A U.S. holder’s adjusted tax basis in a share of Cvent common stock will generally be equal to the amount the U.S. holder paid for such share. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares exceeds one year as of the date of the closing. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of Cvent common stock (i.e., common stock acquired at the same time and at the same price in a single transaction). U.S. holders who own separate blocks of Cvent common stock should consult their own tax advisors with respect to these rules.

A U.S. holder may, unless an exception applies, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the Merger, unless such U.S. holder provides its correct taxpayer identification number (referred to as the “TIN”) on IRS Form W-9 (or if appropriate, a substitute or successor form) and certifies under penalties of perjury that such TIN is correct and that such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any; provided that such U.S. holder furnishes the required information to the IRS in a timely manner and other requirements are satisfied.

Any gain recognized on the receipt of cash pursuant to the Merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (currently at a rate of 24%) with respect to the cash received by such non-U.S. holder pursuant to the Merger, unless such non-U.S. holder provides the Payment Agent with an applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. holder is a U.S. person as defined under the Code) or otherwise establishes an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the taxing authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that the non-U.S. holder furnishes the required information to the IRS in a timely manner and other applicable requirements are satisfied. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

THE FOREGOING DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES WITH RESPECT TO ANY NON-INCOME TAX OR ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

The obligations of Parent and the Company to consummate the Merger are subject to the waiting period applicable to the Merger under the HSR Act. Under the HSR Act and the rules and regulations promulgated thereunder, the Merger may not be completed until notifications have been filed and certain information has been furnished to the FTC and the DOJ and the specified waiting period has expired or has been terminated. The Company and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the DOJ and the FTC on March 28, 2023. The waiting period under the HSR Act expired at 11:59 PM EDT on April 27, 2023. Both before and after the expiration of the applicable waiting period, the FTC and the DOJ retain the authority to challenge the Merger on antitrust grounds.

In addition, the Merger may be reviewed by the state attorneys general in the various states in which Parent and the Company operate. These authorities may claim that there is authority, under the applicable state and federal antitrust laws and regulations, to investigate and/or seek to prohibit the Merger under the circumstances and based on the standards set forth in applicable state laws and regulations. There can be no assurance that one or more state attorneys general will not attempt to file an antitrust action to challenge the Merger. As of the date of this proxy statement, neither Parent nor the Company has been notified by any state attorney general indicating any plan to review the Merger.

The consummation of the Merger is also conditioned upon the clearance or approval by the antitrust authorities in certain other jurisdictions and other relevant governmental authorities under foreign investment laws. The Merger cannot be completed until Cvent and Parent obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions.

There can be no assurances that all of the required regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals.

The Merger Agreement includes covenants obligating each of the parties, with respect to filings under the HSR Act and foreign regulatory laws, to supply (or cause to be supplied) information that may be required to make such filings or any

additional information that may be requested by the FTC, DOJ, or other governmental authorities in which such a filing is made, to cooperate and coordinate (and to cause their respective affiliates to cooperate and coordinate) with the other to make such filings, and to use their reasonable best efforts to take, or cause to be taken (including by their respective affiliates), all actions reasonably necessary, proper or advisable to (a) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and obtain any foreign regulatory consents applicable to the Merger as promptly as practicable and (b) obtain all clearances, consents, approvals, waivers, actions, non-actions, or other authorizations pursuant to the HSR Act and any foreign antitrust laws and foreign investment laws applicable to the Merger as promptly as practicable. For more information regarding these covenants, see the section of this proxy statement titled “The Merger Agreement — Reasonable Best Efforts; Antitrust Filings.”

In connection with the Merger Agreement, one complaint has been filed in the United States District Court for the Southern District of New York and is captioned O'Dell v. Cvent Holding Corp. et al., Case No. 23-cv-03688 (filed May 2, 2023). The foregoing complaint is referred to as the “Merger Action.” The Merger Action asserts violations of Sections 14(a) and 20(a) of the Exchange Act. The Merger Action alleges that the preliminary proxy statement filed by the Company with the SEC on April 21, 2023, misrepresents and/or omits certain purportedly material information relating to the Company's financial projections and the analyses performed by the financial advisors to the Cvent Board and Special Committee in connection with the Merger. The Merger Action seeks, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed to Cvent stockholders, costs of the action, including plaintiffs' attorneys' fees and experts' fees, and other relief the court may deem just and proper. The Company cannot predict the outcome of the Merger Action. The Company believes that the Merger Action is without merit and Cvent and the individual defendants intend to vigorously defend against the Merger Action and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.

If the Merger is completed, the shares of Cvent common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Cvent common stock will no longer be publicly traded.

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. The provisions of the Merger Agreement are extensive and not easily summarized. We urge you to carefully read this entire proxy statement, including the annexes and the other documents to which we have referred you. You should also review the section of this proxy statement titled “Where You Can Find Additional Information.”

The Merger Agreement has been included to provide you with information regarding its terms, and we recommend that you read it in its entirety. The Merger Agreement is a contractual document that establishes and governs the legal relations between the Company, Parent and Merger Sub and allocates risks between the parties, with respect to the Merger, the other agreements contemplated by the Merger Agreement, and the transactions contemplated by the Merger Agreement.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates specified in the Merger Agreement. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract between the respective parties and are subject to representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by a confidential disclosure letter made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders, or securities laws. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The representations and warranties in the Merger Agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings the Company publicly files with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, as described in the section of this proxy statement titled “Where You Can Find Additional Information.”

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

The closing of the Merger will take place at 8:00 a.m., New York City time, within two business days (except, if the Last Condition (as defined below) is the requisite stockholder approval, then within four business days) after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the last to be satisfied or waived of all of the conditions described in the section of this proxy statement titled “The Merger Agreement — Conditions of the Merger” (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions) (such condition, the “Last Condition”) or such other time as Parent, Merger Sub and Cvent mutually agree in writing; however, in no event will Parent or Merger Sub be obligated to consummate the closing prior to June 15, 2023 without the written consent of Parent.

The Merger will become effective at the time a certificate of merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later time specified in the certificate of merger and agreed to by the parties (the “Effective Time”).

At the Effective Time and by virtue of the Merger, (a) the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement, and (b) the bylaws of the surviving corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub, except that all references to Merger Sub will be automatically amended and become references to the surviving corporation.

Under the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Company, as the surviving corporation, immediately following the Effective Time. The officers of the Company immediately prior to the Effective Time will be the officers of the Company, as the surviving corporation, immediately following the Effective Time.

At the Effective Time, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Cvent stockholder, each share of Cvent common stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Cvent common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, or any shares of Cvent common stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $8.50, without interest thereon (the “Merger Consideration”).

At the Effective Time, all Cvent equity awards, including awards held by our non-employee directors and executive officers that are outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

In connection with the Merger, each Option granted in 2022 (other than any Options granted to Mr. Aggarwal which will be governed by their original terms) will be modified so that the tranche of such Option that would have otherwise vested in 2026 will instead vest (a) 40% on July 1, 2024 and (b) 60% on July 1, 2025, in each case, subject to the holder’s continued service through the applicable vesting dates.

The Merger Agreement provides that each Vested Option with an exercise price per share less than the Merger Consideration will, at the Effective Time, be automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Cvent common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess of the Merger Consideration minus the per share exercise price of such Vested Option.

The Merger Agreement provides that each Unvested Option that is outstanding as of immediately prior to the Effective Time and has an exercise price per share less than the Merger Consideration will, at the Effective Time, be automatically cancelled and converted into the right to receive Cash Replacement Option Amounts which will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms.

Each Option (whether a Vested Option or an Unvested Option) with an exercise price per share that is equal to or greater than the Merger Consideration will be cancelled automatically at the Effective Time for no consideration.

In connection with the Merger, each RSU award (other than any RSU awards granted to Mr. Aggarwal which will be governed by their original terms) granted in 2022 will be modified so that the tranche of such RSU award that would have otherwise vested in 2026 will instead vest (a) 40% on July 1, 2024 and (b) 60% on July 1, 2025, in each case, subject to the holder’s continued service through the applicable vesting dates.

The Merger Agreement provides that each Vested RSU award will automatically, at the Effective Time, be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of Cvent common stock subject to such Vested RSU award as of immediately prior to the Effective Time.

The Merger Agreement provides that each Unvested RSU award will automatically, at the Effective Time, be cancelled and converted into Cash Replacement RSU Amounts, which will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the Unvested RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms.

Pursuant to the Merger Agreement, prior to the Effective Time the Cvent Board (or one of its committees with the requisite authority) will take all actions necessary pursuant to the terms of the Cvent Holding Corp. 2021 Employee Stock Purchase Plan (the “Cvent ESPP”) to ensure that (a) the Cvent ESPP will terminate as of the Effective Time (subject to the consummation of the Merger), (b) no offering period will commence under the Cvent ESPP on or after March 14, 2023, (c) no new participants may begin participation in the Cvent ESPP on or after March 14, 2023, (d) there will be no increase in the amount of participants’ payroll deduction elections under the Cvent ESPP during the current offering period from those in effect as of March 14, 2023 and (e) except to the extent required by applicable law, no participant in the Cvent ESPP will be permitted to make separate, non-payroll contributions to the Cvent ESPP.

Prior to the Effective Time, Parent agreed to select a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”). At or immediately following the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent an amount of cash equal to the aggregate Merger Consideration payable to holders of Cvent common stock (other than to holders of shares of Cvent common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL). The Company will, solely at the written request and direction of Parent, deposit with the Payment Agent at the closing such portion of such an amount of aggregate consideration from the Company’s cash denominated in United States dollars and held in United States bank accounts as specified in such request.

Promptly following the Effective Time (and in any event within three business days), Parent and the Company will cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than any shares of Cvent common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries, as applicable, or to holders of shares of Cvent common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Cvent common stock (other than any shares of Cvent common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries, as applicable) (the “Certificates”) (a) a letter of transmittal (which will be in customary form and which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent) and (b) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect to the shares of Cvent common stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Cvent common stock represented by such Certificates by (ii) the Merger Consideration, and the Certificates so surrendered will be canceled. No record holder of uncertificated shares of Cvent common stock (other than any shares of Cvent common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the Merger Consideration. With respect to record holders of such uncertificated shares of Cvent common stock, upon the Payment Agent’s receipt of an “agent’s message” (or such other evidence as the Payment Agent may reasonably request), the holder of such uncertificated shares will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Cvent common stock represented by such holder’s transferred uncertificated shares by (B) the Merger Consideration, and the transferred uncertificated shares will be canceled.

No interest will be paid or accrue on the cash payable to any holder of a Certificate or uncertificated share. Until so surrendered or transferred, outstanding Certificates and uncertificated shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration without interest thereon, payable in respect thereof. You should not send in your Certificates until you receive a letter of transmittal with instructions from the Payment Agent. Do not send your Certificates with your proxy card.

At or prior to the closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate vested equity award consideration owed to all holders of vested Cvent equity awards. As promptly as reasonably practicable, but in any event no later than five business days after the closing date, the holders of Vested Options and Vested RSU awards will be paid by Cvent or the surviving corporation, through its payroll system or payroll provider, all amounts required to be paid to such holders in respect of such vested equity awards that are canceled and converted into a cash payment, less any required withholding.

Each of the Company, the surviving corporation, Parent and the Payment Agent, and each of their respective affiliates and agents, will be entitled to deduct and withhold from any amounts payable to any person pursuant to the Merger Agreement such amounts as may be required to be deducted and withheld pursuant to any law with respect to applicable taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

The Merger Agreement contains customary representations and warranties of Parent, Merger Sub and Cvent, including representations and warranties relating to, among other things,

In addition, the Merger Agreement contains customary representations and warranties of Cvent relating to, among other things: