Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, among other things:
• Class A Common Stock: At the effective time of the Company Merger (the "Company Merger Effective Time"), each share of Class A Common Stock of the Company, par value$0.01 per share, issued and outstanding immediately prior to the Company Merger Effective Time (each, a "Company Common Share"), other than Company Common Shares held by anyCompany Party , anyParent Party , or any of their respective subsidiaries (which were cancelled and ceased to exist as of the Company Merger Effective Time), was automatically cancelled and converted into the right to receive 0.230 validly issued, fully paid and non-assessable shares of common stock of Parent, par value$1.00 per share (the "Merger Consideration"), without interest, but subject to applicable withholding taxes, plus the right, if any, to receive cash in lieu of fractional shares of the Merger Consideration (the "Fractional Share Consideration") into which such Company Common Shares would have been converted; • Partnership OP Units: At the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), each common unit of the Partnership (each, a "Partnership OP Unit"), other than Partnership OP Units held by anyCompany Party , anyParent Party , or any of their respective subsidiaries (which were cancelled and ceased to exist as of the Partnership Merger Effective Time), was automatically cancelled and converted into the right to receive the Merger Consideration, without interest, but subject to applicable withholding taxes, plus the right, if any, to receive the Fractional Share Consideration into which such Partnership OP Units would have been converted; • Company Restricted Stock Awards: Immediately prior to the Company Merger Effective Time, any and all outstanding issuance and forfeiture conditions on any Company Common Shares subject to Company Restricted Stock Awards were deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable), and such Company Common Shares were automatically converted into the right to receive the Merger Consideration in respect of each such Company Common Share, plus any Fractional Share Consideration into which such Company Common Shares would have been converted, less applicable taxes and withholding; and • Partnership LTIP Units: Immediately prior to the Partnership Merger Effective Time, (i) each issued and outstanding unvested LTIP Unit in the Partnership (each, a "Partnership LTIP Unit") automatically became fully vested (at maximum performance to the extent applicable) and (ii) each issued and outstanding vested Partnership LTIP Unit eligible for conversion into a Partnership OP Unit prior to or at the Partnership Merger Effective Time (including Partnership LTIP Units that vested in accordance with clause (i) of this paragraph), automatically converted into a Partnership OP Unit, and such Partnership OP Units were automatically converted into the right to receive the Merger Consideration in respect of each such Partnership OP Unit, plus any Fractional Share Consideration into which such Partnership OP Units would have been converted. 2
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The description of the Mergers and the Merger Agreement contained in this Item
2.01 does not purport to be complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 3.03. Material Modification to Rights of Security Holders
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Company Merger Effective Time, the holders of Company Common Shares outstanding immediately before the Company Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Merger Consideration and the Fractional Share Consideration, if applicable).
Item 5.01. Changes in Control of Registrant
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Company Merger, a change in control of the Company occurred. Merger Sub, as successor by merger to the Company, remains a 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 on Form 8-K is incorporated herein by reference.
In connection with, and by virtue of, the completion of the Mergers, at the Company Merger Effective Time, all of the directors of the Company ceased to be directors of the Company and members of any and all committees of the Company's board of directors. These actions were in connection with the Mergers and not as a result of any disagreements with the Company on any matters relating to the Company's operations, policies or practices.
Important Additional Information about the Proposed Transaction
This communication is being made in respect of the proposed merger transaction
involving PotlatchDeltic and CatchMark. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. In connection with the proposed
transaction, PotlatchDeltic filed with the
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements can generally be identified by the Company's use of
forward-looking terminology such as "may," "will," "expect," "intend," "should,"
"anticipate," "estimate," "believe," "continue," or other similar words.
However, the absence of these or similar words or expressions does not mean that
a statement is not forward-looking. Forward-looking statements are not
guarantees of performance and are based on certain assumptions, discuss future
expectations, describe plans and strategies, contain projections of results of
operations or of financial condition or state other forward-looking information.
Risks and uncertainties that could cause the Company's actual results to differ
from these forward-looking statements include, but are not limited to, that
(i) the timing of the closing of the Mergers, including the risks that a
condition to closing would not be satisfied within the expected timeframe or at
all or that the closing of the Mergers will not occur; (ii) the proposed Mergers
may involve unexpected costs, liabilities or delays; (iii) the Company's
business may suffer as a result of uncertainty surrounding the proposed Mergers;
(iv) the risk that the proposed Mergers disrupt the Company's current plans and
operations or divert management's or employees' attention from ongoing business
operations; (v) the risk of potential difficulties with the Company's ability to
retain and hire key personnel and maintain relationships with suppliers and
other third parties as a result of the proposed Mergers; (vi) the possible
failure of the Company to maintain its qualification as a REIT;
(vii) stockholder litigation in connection with the proposed Mergers may affect
the timing or occurrence of the proposed Mergers or result in significant costs
of defense, indemnification and liability; (viii) the Company may be adversely
affected by other economic, business or competitive factors; (ix) the occurrence
of any event, change or other circumstances could give rise to the termination
of the Merger Agreement; and (x) other risks to the consummation of the proposed
Mergers, including the risk that the proposed Mergers will not be consummated
within the expected time period or at all; (xi) the factors described in Part I,
Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year
ended
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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