CLOUDERA, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On the Closing Date, Merger Sub, as the initial borrower, and the Company, upon
consummation of the Merger, as the borrower, entered into (i) that certain First
Lien Credit Agreement with
Concurrently with the closing of the Merger, the Company repaid all loans and
terminated all credit commitments outstanding under that certain Credit
Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At
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In addition, pursuant to the Merger Agreement, at the Effective Time:
• each then-outstanding, vested and unexercised option to purchase Common
Stock (each a "Company Option") was cancelled, with the holder of such
Company Option becoming entitled to receive, in full satisfaction of the
rights of such holder with respect thereto, an amount in cash, less
applicable tax withholdings, equal to the product obtained by multiplying
(i) the excess of the Merger Consideration over the per share exercise
price of such Company Option, by (ii) the number of shares of Common
Stock covered by such Company Option immediately prior to the Effective
Time;
• each award of restricted stock units granted under any of the Company's
equity plans ("Company Restricted Stock Unit Award") that is outstanding
immediately prior to the Effective Time and that vests upon the
occurrence of the Effective Time by its terms and without any action by
the Company shall be cancelled, with the holder of such Company
Restricted Stock Unit Award becoming entitled to receive, in full
satisfaction of the rights of such holder with respect thereto, an amount
in cash, less applicable tax withholdings, equal to the product obtained
by multiplying (i) the Merger Consideration by (ii) the number of shares
of Common Stock covered by such Company Restricted Stock Unit Award
immediately prior to the Effective Time; and
• each Company Restricted Stock Unit Award and each performance-based
restricted stock unit ("Company Performance Stock Unit Award"), in each
case, that is outstanding immediately prior to the Effective Time and
that does not vest upon the occurrence of the Effective Time by its terms
and without any action by the Company shall, in each case, be cancelled
and be converted into the contractual right to receive a payment in an
amount in cash (the "Cash Based Award") equal to the product obtained by
multiplying (i) the Merger Consideration by (ii) the number of shares of
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K 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 in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified the
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of the Company's 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's 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 Items 1.01, 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of 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 on Form 8-K is incorporated by reference into this Item 5.02.
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")-
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 on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation of the Company 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 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"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 1, 2021 , by and amongCloudera, Inc. ,Sky Parent Inc. andProject Sky Merger Sub Inc. (incorporated by reference to Exhibit 2.1 toCloudera, Inc.'s Current Report on Form 8-K, filedJune 1, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofCloudera, Inc. 3.2 Amended and Restated Bylaws ofCloudera, Inc. 99.1 Press Release, datedOctober 8, 2021 , issued byCloudera, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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