Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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Effect on Capital Stock
At the Effective Time, each issued and outstanding share of Class A common stock, par value $0.01 per share, of the Company (the “Company
Common Stock”) (other than any shares of Company Common Stock owned by the Company or owned by Guarantor or any subsidiary of Guarantor or any shares of Company Common Stock as to which appraisal rights had been properly exercised in
accordance with Delaware law) was automatically cancelled and converted into the right to receive cash in an amount equal to $27.00 (without interest) (the “Per Share Price”).
Warrants
In accordance with the Warrant Agreement (as defined in the Merger Agreement), each warrant to purchase shares of Company Common
Stock (each, a “Company Warrant”) that was unexercised and outstanding as of immediately prior to the Effective Time was automatically converted into a right by the holder thereof upon exercise to receive only an amount in cash equal to the
Per Share Price less the per-share exercise price for such Company Warrant (the “Warrant Consideration”) for each share of Company Common Stock for which such Company Warrant was exercisable immediately prior to the Effective Time; provided
that, the holder of any Company Warrant may notify the Company commencing on the date of public disclosure of the Merger Agreement through the date that is 90 days after the public disclosure of the consummation of the Merger by the Company
pursuant to a Current Report on Form 8-K filed with the SEC that such holder is exercising the holder’s right pursuant to Section 5.6 of the Warrant Agreement to cause the Company, as applicable, to repurchase such Company Warrant from such holder
for the Black-Scholes Value (as defined in the Warrant Agreement) of such Company Warrant, in accordance with its terms and conditions; provided, further, that in no event may any holder of any Company Warrant receive both the Warrant
Consideration and the Black-Scholes Value in exchange for such Company Warrant.
Equity Awards
In addition, at the Effective Time, (a) each time-vesting restricted stock unit of the Company (each, a “Company RSU”) that
was outstanding as of the Agreement Date and still outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to
(i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Company RSU (including, for the avoidance of doubt, any dividend equivalents credited in respect of such Company RSU) (the “RSU
Consideration”); and (b) each performance-vesting restricted stock unit of the Company (each, a “Company PSU”) that was outstanding as of the Agreement Date and still outstanding immediately prior to the Effective Time, whether vested
or unvested, was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Company PSU
(including, for the avoidance of doubt, any dividend equivalents credited in respect of such Company PSU), with the achievement of the performance-based vesting metrics applicable to each Company PSU deemed achieved at the target level of
performance (the “PSU Consideration”).
As promptly as reasonably practicable, but in any event no later than ten business days after the Closing Date, the RSU
Consideration will be paid to the holders of such Company RSUs through the Company’s payroll system. In accordance with the Merger Agreement, the Company will pay the PSU Consideration as soon as practicable following the last day of the applicable
performance period, subject to the holder’s continued employment on such last day; provided however, that in the event that the holder’s employment is terminated prior to the last day of the performance period without cause or due to
the holder’s death or disability or, to the extent set forth in the applicable award or other applicable agreement, due to the holder’s resignation for good reason, the PSU Consideration payable with respect to the Company PSU shall be payable on
such date notwithstanding such termination.
Each equity award granted following the Agreement Date and outstanding immediately prior to the Effective Time was automatically
converted into a cash-based award in an amount equal to one-third (1/3) of the product of (x) the Per Share Price, multiplied by (y) the number of shares of Company Common Stock that would have been issuable under the original Company RSU or
Company PSU (in the case of a Company PSU, with performance criteria deemed achieved at the target level of performance), and including, for the avoidance of doubt, any dividend equivalents credited in respect of such award, with such award vesting
in full on December 31, 2022, subject to the holder’s continued employment on such date; provided, that, in the event that the holder’s employment is terminated without cause, due to death or
disability, or, to the extent set forth in the applicable award agreement, due to a resignation for good reason, in each case, prior to December 31, 2022, the cash-based award will continue to be payable on such date notwithstanding such
termination.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item
2.01. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company with the SEC on December 21, 2021, which is incorporated by reference herein.