Item 1.01.
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Entry into a Material Definitive Agreement.
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Holding Company Reorganization
On April 3, 2018, for the purpose of reorganizing its holding company structure, InterDigital, Inc., a Pennsylvania corporation and
existing NASDAQ-listed registrant (the Predecessor Company), executed an Agreement and Plan of Merger (Merger Agreement) with InterDigital Parent, Inc., a Pennsylvania corporation (the Successor Company) 100%
owned by the Predecessor Company, and another newly formed Pennsylvania corporation owned 100% by the Successor Company (Merger Sub). Pursuant to the Merger Agreement, on April 3, 2018, Merger Sub merged (the Merger or
Reorganization) with and into the Predecessor Company with the Predecessor Company surviving. As a result of the Merger, the Predecessor Company is now a wholly-owned subsidiary of the Successor Company. Neither the business conducted by
the Successor Company and the Predecessor Company in the aggregate, nor the consolidated assets and liabilities of the Successor Company and the Predecessor Company, in the aggregate, will change as a result of the Reorganization. A copy of the
Merger Agreement is attached hereto as Exhibit 2.1.
At the time the Merger Agreement was executed, the Successor Company was a direct,
wholly owned subsidiary of the Predecessor Company and Merger Sub was a wholly-owned subsidiary of the Successor Company and an indirect subsidiary of the Predecessor Company. Pursuant to Section 321(d)(4) of the Pennsylvania Business
Corporation Law of 1988, shareholder approval was not required for the Merger.
By virtue of the Merger, each share of the Predecessor
Companys outstanding common stock has been converted, on a
share-for-share
basis, into a share of common stock of the Successor Company. As a result, each
shareholder of the Predecessor Company has become the owner of an identical number of shares of common stock of the Successor Company.
Immediately following the Reorganization, the Successor Company was renamed as InterDigital, Inc. just like the Predecessor
Companys name prior to the Merger, and the Predecessor Company was renamed InterDigital Wireless, Inc. The Successor Companys common stock will be traded under the name InterDigital, Inc. and will continue to be
listed on the NASDAQ Global Select Market under the ticker symbol IDCC. Furthermore, the CUSIP number for the Successor Companys common stock will be the same as the CUSIP number was for the Predecessor Companys common stock.
In addition, each outstanding stock option and restricted stock unit (RSU) with respect to the acquisition of shares of the
Predecessor Companys common stock now represents an option or RSU, as the case may be, with respect to the acquisition of an identical number of shares of the Successor Companys common stock, upon the same terms and conditions as the
original option or RSU.
The conversion of shares of capital stock in the Merger occurred without an exchange of certificates.
Accordingly, certificates formerly representing shares of outstanding common stock of the Predecessor Company are deemed to represent the same number of shares of common stock in the Successor Company. Shareholders do not need to exchange their
share certificates.
The provisions of the articles of incorporation and bylaws of the Successor Company, attached hereto as Exhibits 4.1
and 4.2, respectively, are the same as those of the Predecessor Company prior to the Merger. The authorized capital stock of the Successor Company, the designations, rights, powers and preferences of such capital stock and the qualifications,
limitations and restrictions thereof are also the same as those of the Predecessor Company immediately prior to the Merger. The directors and executive officers of the Successor Company are the same individuals who were directors and executive
officers, respectively, of the Predecessor Company immediately prior to the Merger.
Upon consummation of the Merger, the Successor
Companys common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule
12g-3(a)
promulgated thereunder. For purposes of Rule
12g-3(a),
the Successor Company, is the successor issuer to the Predecessor Company.
As previously
disclosed, on March 9, 2018, the Board of Directors of the Predecessor Company declared a regular quarterly cash dividend of $0.35 per share on the Predecessor Companys common stock (the Dividend), payable on May 1, 2018
(the Dividend Payment Date) to shareholders of record at the close of business on April 23, 2018 (the Dividend Record Date). The Successor Company will pay the Dividend on the Dividend Payment Date to the shareholders of
record of the Successor Company on the Dividend Record Date.
First Supplemental Indenture
On April 3, 2018, the Predecessor Company (now known as InterDigital Wireless, Inc.) and the Successor Company (now known as InterDigital,
Inc.) entered into a First Supplemental Indenture (the Supplemental Indenture) with The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), to that certain Indenture, dated as of March 11, 2015 (the
Indenture), between the Predecessor Company and the Trustee, pursuant to which the Predecessor Company issued its 1.50% Senior Convertible Notes due 2020 (the Notes).
The Supplemental Indenture effects certain amendments to the Indenture in connection with the Merger which will, among other things, amend the
conversion right of the Notes so that at the effective time of the Merger, the holder of each Note outstanding as of the effective time of the Merger will have the right to convert, subject to the terms of the Indenture, each $1,000 principal amount
of such Note into the number of shares of the Successor Companys common stock that a holder of a number of shares of the Predecessor Companys common stock equal to the conversion rate immediately prior to the effective time of the Merger
would have been entitled to receive upon the Merger. Pursuant to the Supplemental Indenture, the conversion rate of the Notes immediately following the effective time of the Merger is now 13.9392 shares of the Successor Companys common stock
per $1,000 principal amount of Notes.
Pursuant to the Supplemental Indenture, the Successor Company guaranteed the Predecessor
Companys obligations under the Notes and the Indenture.
A copy of the Supplemental Indenture, attached hereto as Exhibit 4.3,
is incorporated into this Item 1.01 by reference.