Item 1.02 Termination of Material Definitive Agreement
In connection with the consummation of the Merger, effective as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described in the introductory note, which is incorporated herein by
reference, on
At the effective time of the Merger (the "Effective Time"), each outstanding
share of common stock, par value
In addition, pursuant to the Merger Agreement, all issued and outstanding options to purchase shares of Legg Mason Common Stock (the "Legg Mason Options") were automatically terminated and cancelled at the Effective Time and each holder of Legg Mason Options with a per share exercise price that was less than the Merger Consideration became entitled to receive a lump sum cash payment (less any applicable withholding taxes) in an amount equal to the product of (A) the number of shares of Legg Mason Common Stock underlying such Legg Mason Options immediately prior to the Effective Time, and (B) an amount equal to the Merger Consideration minus the applicable exercise price of such Legg Mason Options.
All issued and outstanding or payable restricted stock units in respect of Legg Mason Common Stock (the "Legg Mason RSUs") were automatically terminated and cancelled at the Effective Time and each holder of a Legg Mason RSU became entitled to receive a lump sum cash payment (less any applicable withholding taxes) in an amount equal to (A) the product of (i) the Merger Consideration and (ii) the number of shares of Legg Mason Common Stock subject to such Legg Mason RSU, plus (B) any accrued but unpaid dividend equivalent rights in respect of such Legg Mason RSUs.
All issued and outstanding or payable performance restricted stock units in respect of Legg Mason Common Stock (the "Legg Mason PSUs") were automatically terminated and cancelled at the Effective Time and each holder of a Legg Mason PSU became entitled to receive a lump sum cash payment (less any applicable withholding taxes) in an amount equal to the product of (A) the Merger Consideration and (B) the target number of shares of Legg Mason Common Stock subject to such Legg Mason PSU.
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the transactions described in Item 2.01 of this Current Report on
Form 8-K, which are incorporated by reference herein, the Company notified the
- 2 -
--------------------------------------------------------------------------------
Consideration. The Company requested that shares of Legg Mason Common Stock,
which traded under the symbol "LM", cease to be traded on the NYSE as of the
close of trading on
In addition, following the consummation of the Merger, the Company issued a press release announcing the delisting of its 6.375% Junior Subordinated Notes due 2056 and 5.45% Junior Subordinated Notes due 2056 (collectively, the "Junior Notes"). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The Company intends to file with the Commission a Form 25 to delist and deregister the Junior Notes. Following effectiveness of the notification on Form 25 to be filed with the Commission relating to the Junior Notes, the Company intends to file with the Commission a Form 15 relating to the Junior Notes.
In connection with the deregistration of the shares of Legg Mason Common Stock described above, the Company also intends to file post-effective amendments to certain of its outstanding registration statements to terminate the effectiveness of such registration statements and remove from registration any and all unsold securities under such registration statements.
Item 3.03. Material Modification to Rights of Security Holders.
As a result of the Merger and at the Effective Time, each share of Legg Mason Common Stock ceased to be issued and outstanding and was cancelled and retired and ceased to exist, and each holder of Legg Mason Common Stock ceased to have any rights with respect to such shares, except the right to receive the Merger Consideration as set forth in the Merger Agreement. Additionally, any share of Legg Mason Common Stock directly owned and held by Franklin or Merger Sub ceased to be outstanding and was cancelled without payment of any consideration, and therefore ceased to exist.
The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company became a wholly-owned subsidiary of Franklin and, accordingly, a change in control of the Company occurred. The Merger Consideration was funded by Franklin through cash on hand.
The information set forth in Item 2.01, Item 3.01, Item 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, in accordance with the Merger Agreement, the directors of
Merger Sub,
In connection with the closing of the Merger, the officers of the Company
immediately prior to the Effective Time became the officers of the
- 3 -
--------------------------------------------------------------------------------
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Articles of Incorporation of Merger Sub became the Articles of Incorporation of
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed on the Exhibit Index are incorporated herein by reference.
Exhibit Index Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 17, 2020 , by and among Franklin Resources, Inc.,Legg Mason, Inc. andAlpha Sub, Inc. (incorporated by reference to Exhibit 2.1 ofLegg Mason, Inc.'s Current Report on Form 8-K filed onFebruary 18, 2020 ) 3.1 Amended and Restated Charter ofLegg Mason, Inc. 3.2 Amended and Restated Bylaws ofLegg Mason, Inc. 99.1 Press Release, datedJuly 31, 2020 , issued byLegg Mason, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 -
--------------------------------------------------------------------------------
© Edgar Online, source