Item 1.02. Termination of a Material Definitive Agreement.
Concurrently with the completion of the Merger: (i) the Company terminated all
commitments outstanding under that certain ABL Credit Agreement dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note above is incorporated herein
by reference. At the effective time of the Merger (the "Effective Time"), each
issued and outstanding share of common stock (the "Common Stock") of the Company
(other than (i) any shares held in the treasury of the Company or owned,
directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiary of
the Company immediately prior to the Effective Time, (ii) shares that were
subject to any vesting restrictions ("Company Restricted Shares") granted under
the Company's stock incentive plans (the "Company Stock Plans") and (iii) any
shares owned by stockholders who had properly exercised and perfected appraisal
rights under
At the Effective Time:
(1) each restricted stock unit that was solely subject to time-based vesting requirements granted under the Company Stock Plans that was outstanding immediately prior to the Effective Time fully vested and was converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such vested restricted stock unit; (2) each restricted stock unit that was subject to performance-based vesting requirements granted under the Company Stock Plans that was outstanding immediately prior to the Effective Time immediately vested and was converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such vested restricted stock unit immediately prior to the Effective Time as determined in accordance with the Merger Agreement; (3) each option to purchase shares of Common Stock granted under the Company Stock Plans that was outstanding immediately prior to the Effective Time fully vested, to the extent not vested previously, and was converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the product of (i) the remainder, if positive, of (A) the Merger Consideration minus (B) the exercise price per share of Common Stock of such option multiplied by (ii) the number of shares of Common Stock subject to such vested option; and
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(4) each Company Restricted Share that was outstanding immediately prior to the Effective Time immediately vested in full and was converted into the . . .
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information required by this Item 2.04 is included in the Introductory Note, Item 1.02 and Item 2.01 above and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the completion of the Merger, the Company notified
Trading of the Common Stock on Nasdaq was suspended after the close of business
on
Item 3.03. Material Modification to Rights of Security Holders.
The information required by this Item 3.03 is included in Item 2.01 and Item 3.01 above and Item 5.02 and Item 5.03 below and is incorporated herein by reference.
In connection with the Merger and at the Effective Time, holders of Common Stock
immediately prior to such time ceased to have any rights as stockholders in the
Company (other than the right to receive the Merger Consideration pursuant to
the Merger Agreement or any appraisal rights under
Item 5.01. Changes in Control of Registrant.
The information included in Item 2.01 and Item 3.01 above and Item 5.02 and Item
5.03 below is incorporated herein by reference. As a result of the completion of
the Merger, a change in control of the Company occurred. Merger Sub merged with
and into the Company, with the Company surviving the Merger as a wholly owned
subsidiary of Parent. The total amount of consideration payable to the Company's
stockholders in connection with the Merger was approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors
On
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From and after the Effective Time, the directors of Merger Sub immediately prior
to the Effective Time became the directors of the
Compensatory Arrangements
In accordance with the Merger Agreement, prior to the Effective Time, the Company Stock Plans were terminated.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
On
The certificate of incorporation and bylaws of the
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger datedFebruary 19, 2021 , by and amongForterra, Inc. ,Quikrete Holdings, Inc. andJordan Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofForterra, Inc. , which was filed with theSEC onFebruary 22, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofForterra, Inc. 3.2 Amended and Restated Bylaws ofForterra, Inc. 99.1 Press Release, dated as ofMarch 18, 2022 . 104 Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed onMarch 18, 2022 is formatted in Inline XBRL (included as Exhibit 101).
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