LHC GROUP, INC. Item 1.02 Termination of a Material Definitive Agreement
Senior Credit Facilities
In connection with the consummation of the Merger, on
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.
Upon the terms and subject to the conditions of the Merger Agreement, at the
Effective Time, each share of Common Stock issued and outstanding as of
immediately prior to the Effective Time (other than any (i) unvested Restricted
Shares (as defined below) and (ii) shares owned by (A) the Company as treasury
stock or by Parent, Merger Sub or any other wholly owned subsidiary of Parent
(and, in each case, not held on behalf of third parties) or (B) stockholders who
have duly demanded and not effectively withdrawn or otherwise waived or lost a
demand for appraisal rights with respect to their shares) was automatically
converted into the right to receive an amount in cash, without interest and
subject to any applicable withholding taxes, equal to
At the Effective Time, the equity-based awards of the Company outstanding as of immediately prior to the Effective Time were generally subject to the following treatment:
• each option to acquire shares of Common Stock (a "Company Option") that
was vested immediately prior to the Effective Time was automatically
cancelled and converted into the right to receive, on the first
regularly scheduled payroll date following the Closing Date (as defined
in the Merger Agreement), an amount in cash equal to the product of (1)
the total number of shares of Common Stock subject to such Company
Option award multiplied by (2) the excess, if any, of (A) the Per Share
Merger Consideration over (B) the exercise price per share of Common
Stock of such Company Option, without interest and less any withholding
taxes; provided, however, that any such vested Company Option for which
the exercise
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price per share of Common Stock was equal to or greater than the Merger
Consideration was canceled at the Effective Time without payment of
consideration; and
• each outstanding unvested award of restricted stock of the Company (a
"Restricted Share") was automatically converted into a number of
restricted shares of Parent common stock equal to (1) the total number
of shares of Common Stock subject to such Restricted Share award
immediately prior to the Effective Time, multiplied by (2) the Equity
Award Exchange Ratio (as defined in the Merger Agreement).
The equity-based awards of the Company that converted into equity-based awards denominated in Parent common stock are generally subject to the same terms and conditions (including vesting terms) as applied to such award prior to the Effective Time, except to the extent such terms and conditions were rendered inoperative by the Merger or with respect to such other changes that were necessary for the administration of the awards and that were not detrimental to the holder of the award.
The foregoing summary description of the Merger Agreement and the transactions
contemplated by the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the terms of the Merger Agreement,
which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, on
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
As of the Effective Time, the stockholders of the Company as of immediately prior to the Effective Time ceased to have any rights as stockholders of the Company other than the right to receive the Per Share Merger Consideration (in accordance with the terms of the Merger Agreement). The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As of the Effective Time, all of the Company's existing directors and officers,
except
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the Company's certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 28, 2022 , by and amongLHC Group, Inc. , UnitedHealth Group Incorporated andLightning Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byLHC Group, Inc. onMarch 29, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofLHC Group, Inc. 3.2 Amended and Restated Bylaws ofLHC Group, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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