Item 1.01. Entry Into a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
On the Closing Date, the Company entered into a credit agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") by and among Parent, as Lead Borrower,
The Credit Agreement provides for a senior secured asset-based revolving
facility in an aggregate principal amount of
The proceeds of the loans under the ABL Facility were used to (i) fund working capital needs and for general corporate purposes, (ii) pay the costs related to the acquisition of Company by Parent (the "Acquisition"), (iii) repay the total outstanding indebtedness of the Company (as further described under Item 1.02 below), and (iv) pay certain transaction fees and expenses associated with the Acquisition, the Merger and the Credit Agreement. The proceeds of the loans under the FILO Facilities were used for the purposes under (ii), (iii) and (iv) above.
The Series B FILO Facility must be repaid (x) in an amount equal to
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report is incorporated herein by reference.
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At the closing of the Merger, the Company repaid in full (except for existing
contingent reimbursement obligations under certain existing letters of credit
which were cash collateralized or otherwise backstopped) all indebtedness and
other amounts outstanding and owed under that certain credit agreement, dated as
of
At the closing of the Merger, the Company also repaid in full all indebtedness
and other amounts outstanding and owed under that certain plain english growth
capital loan and security agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
In addition, pursuant to the Merger Agreement, at the Effective Time:
• Company Option. Each option to purchase shares of Company Common Stock granted
under any of the Company's equity plans (a "Company Option") that was vested, including any Company Option that accelerated and vested in connection with the Merger, and outstanding and exercisable immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, subject to required tax withholdings, equal to (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option, times (ii) the number of shares of the Company Common Stock covered by such Company Option immediately prior to the Effective Time, payable promptly following the Effective Time. Any Company Option that is unvested or has a per share exercise price that is equal to or greater than the Per Share Merger Consideration was cancelled for no consideration; 4
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• Company RSU Award. Each award of restricted stock units granted under any of
the Company's equity plans (a "Company Restricted Stock Unit Award") that was
outstanding immediately prior to the Effective Time, was cancelled and
converted into the right to receive an amount in cash, subject to required tax
withholdings, equal to (i) the Per Share Merger Consideration, times (ii) the . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
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On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of the Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Merger Consideration.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 1.01, 1.02, 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, at the Effective Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
Directors
In connection with the Merger, at the Effective Time, each of the following
then-existing members of the board of directors of the Company (the "Board"),
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Officers
In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the officers of the Company immediately prior to the Effective Time remained as officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation, as amended, of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the Bylaws of Merger Sub as in effect immediately prior to the Effective Time (the "Bylaws"). The foregoing description of the Certificate of Incorporation and Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Certificate of Incorporation and Bylaws, which are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofNovember 14, 2021 , by and amongMarlin Parent, Inc. ,Marlin Merger Sub, Inc. , andCasper Sleep Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onNovember 14, 2021 ).* 3.1 Amended and Restated Certificate of Incorporation ofCasper Sleep Inc. 3.2 Amended and Restated Bylaws ofCasper Sleep Inc. 99.1 Press Release, dated as ofJanuary 25, 2022 . 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
*The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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