Item 1.01. Entry into a Material Definitive Agreement
On August 21, 2020 (the "Closing Date"), Health Plan Intermediaries Holdings,
LLC ("Holdings") as the ultimate borrower, entered into a Credit Agreement (the
"Credit Agreement") among, inter alios, Holdings, the Company and certain of the
Company's affiliates as guarantors, Truist Bank, as Administrative Agent and the
other parties identified therein as Lenders (the "Lenders"). The Credit
Agreement provides for an aggregate principal amount of up to $207.5 million,
which consists of: (i) a $65 million revolving credit facility (the "Revolving
Credit Facility"), which includes a $10 million sublimit for the issuance of
standby letters of credit (each, a "Letter of Credit") and a $5 million sublimit
for swingline loans (each, a "Swingline Loan") and (ii) a $142.5 million term
loan facility (the "Term Loan Facility" and, together with the Revolving Credit
Facility, the "Senior Credit Facility"). The Term Loan Facility will be fully
drawn on the Closing Date.
The proceeds of the Term Loan Facility were used on the Closing Date to
refinance that certain Credit Agreement, dated as of June 5, 2019 (the "Existing
Credit Agreement"), as amended, supplemented or otherwise modified from time to
time, between, inter alios, Holdings, as the borrower, the Company, certain
subsidiaries of the Company party thereto from time to time, the lenders party
thereto from time to time and Bank of America, N.A. as administrative agent. The
proceeds of the Revolving Credit Facility shall be used to finance permitted
acquisitions, to pay fees and expenses in connection therewith, to finance
working capital needs, to finance capital expenditures and for other lawful
general corporate purposes of Holdings and its affiliates.
The Senior Credit Facility matures on the third anniversary of the Closing Date,
August 21, 2023 (the "Maturity Date"), and the Term Loan Facility is subject to
quarterly amortization of principal, with 5.0% of the initial aggregate term
loan to be payable in the first year, 7.5% of the initial aggregate term loan to
be payable in the second year, 10% of the initial aggregate term loan to be
payable in the final year, and final payment of all amounts outstanding, plus
accrued interest, due on the Maturity Date.
Borrowings under the Senior Credit Facility (other than in respect of Swingline
Loans) will bear interest, at Holdings' election, at either: (i) the base rate
plus the Applicable Rate or (ii) the Eurodollar rate plus the Applicable Rate.
The "Applicable Rate" means, (a) until receipt by the Administrative Agent of
the compliance certificate for the fiscal quarter ending December 31, 2020,
2.00% per annum, in the case of Eurodollar Loans (as defined in the Credit
Agreement), and 1.00% per annum, in the case of Base Rate Loans (as defined in
the Credit Agreement), and (b) thereafter, a percentage determined based upon
. . .
Item 1.02. Termination of a Material Definitive Agreement
Registration Rights Agreement
On August 21, 2020, in connection with the Merger, the Company terminated the
Registration Rights Agreement, dated as of February 13, 2013, between the
Company, Health Plan Intermediaries, LLC ("HPI") and Health Plan Intermediaries
Sub, LLC ("HPI Sub", and together with HPI, the "Series B Members") pursuant to
that certain Exchange Agreement filed as Exhibit 10.1 to the Company's Current
Report on Form 8-Kfiled with the SEC on July 13, 2020 (as amended on July 15,
2020).
Tax Receivable Agreement
On August 21, 2020, in connection with the Merger, the Company terminated the
Tax Receivable Agreement, dated as of February 13, 2013, among the Company,
Holdings and the Series B Members pursuant to that certain TRA Termination
Agreement filed as Exhibit 10.2 to the Company's Current Report on Form 8-K
filed with the SEC on July 13, 2020 (as amended on July 15, 2020).
Credit Agreement
On August 21, 2020, in connection with the Merger, the Company repaid in full
all outstanding obligations due pursuant to, and terminated all commitments
under, the Existing Credit Agreement and all security interests and guarantees
in connection therewith were terminated and released.
Item 2.01. Completion of Acquisition or Disposition of Assets
The Offer and related withdrawal rights expired one minute after 11:59 pm
(Eastern time) on August 20, 2020 (the "Expiration Time"). The Offer was not
extended. The depositary for the Offer has advised Parent and Merger Sub that,
as of the expiration of the Offer, a total of 11,854,521 Class A Shares and 0
Class B Shares had been validly tendered into and not validly withdrawn from the
Offer (excluding 1,721,795 Class A Shares tendered pursuant to guaranteed
delivery procedures that have not yet been delivered in satisfaction of such
guarantee), representing approximately 83.1% of the Shares then outstanding. The
aggregate number of Shares validly tendered and not validly withdrawn from the
Offer satisfies the minimum tender condition (the "Minimum Condition") in the
Merger Agreement that the Shares validly tendered and received in the Offer and
not withdrawn prior to the Expiration Time when added to the Shares, if any,
owned by Parent or its subsidiaries, equal at least one Share more than a
majority of all issued and outstanding Shares. All conditions to the Offer
having been satisfied or waived, Merger Sub accepted for payment and is promptly
paying for, in accordance with the terms of the Offer, all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer.
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Following consummation of the Offer, the remaining conditions to the Merger set
forth in the Merger Agreement were satisfied. On August 21, 2020, Parent
completed its acquisition of the Company by consummating the Merger, without a
meeting of stockholders of the Company, in accordance with Section 251(h) of the
Delaware General Corporation Law, and with the Company continuing as the
surviving corporation and a wholly owned subsidiary of Parent.
At the effective time of the Merger (the "Effective Time"), each (i) outstanding
Class A Share, whether vested or unvested, (other than Shares owned directly or
indirectly by Parent or Merger Sub, Shares held by the Company as treasury stock
immediately prior to the Effective Time, and Shares owned by a holder who has
properly demanded appraisal) was automatically converted into the right to
receive the per share Merger Consideration and (ii) Class B Share outstanding or
held in treasury by the Company immediately prior to the Effective Time was
cancelled and retired and no consideration was delivered in exchange therefor.
In addition, immediately prior to the Effective Time, each outstanding Company
stock option and stock appreciation right, whether vested or unvested, was
cancelled in exchange for a lump sum cash payment determined by multiplying
(i) the excess, if any, of the Merger Consideration over the applicable exercise
price of such stock option or stock appreciation right by (ii) the number of
Shares underlying such stock option or stock appreciation right. These payments
will be made not later than 10 business days after the Effective Time, less any
withholding taxes.
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the Merger, on August 21, 2020, the Company (a) notified The
NASDAQ Global Market ("Nasdaq") of the consummation of the Merger and
(b) requested that Nasdaq (i) suspend trading of the Class A Shares effective
August 21, 2020, and (ii) file with the SEC a Form 25 to delist the Class A
Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company intends to file a certification on Form 15
with the SEC to deregister the Class A Shares and suspend the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and
Item 5.03 of this Current Report on Form 8-K are incorporated herein by
reference.
Item 5.01. Changes in Control of Registrant
The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of
this Current Report on Form 8-K are incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the terms of the Merger Agreement, effective at the Effective
Time, each of Paul E. Avery, Anthony J. Barkett, Paul G. Gabos, Robert S.
Murley, John A. Fichthorn, Gavin D. Southwell and Peggy B. Scott voluntarily
resigned from his or her position as a member of the Company's board of
directors and any committee thereof.
At the Effective Time, Gavin D. Southwell became the director of the Company.
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Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
and bylaws of the Company were amended and restated in their entirety, each
effective as of August 21, 2020. Copies of the Company's amended and restated
certificate of incorporation and amended and restated bylaws are filed as
Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated herein
by reference.
Item 8.01. Other Events
On August 21, 2020, Parent and the Company issued a press release announcing the
closing of the transactions contemplated by the Merger Agreement, a copy of
which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Description
2.1* Agreement and Plan of Merger, dated as of July 12, 2020, by and
among Benefytt Technologies, Inc., Daylight Beta Parent Corp. and
Daylight Beta Corp. (incorporated herein by reference to Exhibit 2.1
to the Benefytt Technologies, Inc.'s Current Report on Form 8-K filed
with the SEC by the Company on July 13, 2020 (as amended on July 15,
2020)).
3.1 Second Amended and Restated Certificate of Incorporation of Benefytt
Technologies, Inc.
3.2 Third Amended and Restated Bylaws of Benefytt Technologies, Inc.
99.1 Joint Press Release issued by Parent and Benefytt Technologies,
Inc., dated August 21, 2020 (incorporated by reference to Exhibit
(a)(1)(H) to the Schedule TO-T/A filed with the SEC by Daylight Parent
Beta Corp. and Daylight Beta Corp. on August 21, 2020).
* Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished as a supplement to the SEC upon
request.
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