Item 1.01 Entry into a Material Definitive Agreement.

Indenture Governing 5.50% Senior Secured Notes Due 2027

On August 31, 2020 (the "Closing Date") Merger Sub completed the sale of $950 million in aggregate principal amount of 5.50% Senior Secured Notes due 2027 (the "Notes") in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act. The Notes were issued pursuant to an indenture, dated as of the Closing Date (the "Indenture"), among Merger Sub, the Company, Parent, the subsidiaries of the Parent acting as guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent. Following the Merger, the Company will assume the obligations of Merger Sub under the Indenture by operation of law.

Credit Agreements

On the Closing Date, Parent, Merger Sub, the Company, and certain of its subsidiaries entered into a First Lien Credit Agreement with Barclays Bank PLC, as administrative agent and collateral agent, and the other lenders party thereto (the "First Lien Credit Agreement") and a Second Lien Credit Agreement with Barclays Bank PLC, as administrative agent and collateral agent, and the other lenders party thereto (the "Second Lien Credit Agreement" and together with the First Lien Credit Agreement, the "Credit Agreements").

The First Lien Credit Agreement provides for (i) a $1.75 billion seven-year first priority secured term loan facility and (ii) a $250 million five-year first priority secured revolving credit facility. The Second Lien Credit Agreement provides for a $500 million eight-year second priority secured term loan facility.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on August 31, 2020, the Company repaid in full all outstanding amounts under its Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among the Company, LogMeIn USA, Inc., and a syndicate of banks (the "Lenders") for which JPMorgan Chase Bank, N.A. acted as Administrative Agent and J.P. Morgan Chase Bank N.A., Wells Fargo Securities, LLC, and RBC Capital Markets acted as Joint Bookrunners, Lead Arrangers, and Syndication Agents (the "Existing Credit Agreement"), terminated the Existing Credit Agreement and all commitments by the Lenders to extend further credit thereunder in accordance with its terms and any guarantees, liens and other security in connection therewith were terminated and/or released, as applicable.

The Existing Credit Agreement is more fully described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 1, 2017, which description is incorporated herein by reference. The description of the Existing Credit Agreement incorporated by reference is not complete and is subject to and entirely qualified by reference to the full text of the Existing Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01.

On August 31, 2020, the Company completed its previously announced sale to affiliates controlled by Francisco Partners and Evergreen Coast Capital Corp. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company on August 31, 2020, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

As a result of the Merger, at the effective time of the Merger (the "Effective Time"), each share of common stock, $0.01 par value, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by the Company, Merger Sub, Parent, or any of their respective direct or indirect wholly-owned subsidiaries, in each case not held on behalf of third parties, and shares of Company Common Stock owned by stockholders of the Company who have properly

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demanded and not withdrawn a demand for, lost or waived their right to, or otherwise failed to perfect appraisal rights for such shares of Company Common Stock under Section 262 of the Delaware General Corporation Law) was converted into the right to receive $86.05 in cash, without interest (the "Merger Consideration").

At the Effective Time, each outstanding option to purchase shares of Company Common Stock (whether vested or unvested) (each a "Company Option") was cancelled and converted into the right to receive (without interest), an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Company Option. All Company Options with an exercise price per share greater than or equal to the Merger Consideration were cancelled for no consideration.

At the Effective Time, each outstanding Company restricted stock unit subject only to service-based vesting conditions (each a "Company RSU") was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying such Company RSU, multiplied by (y) the Merger Consideration, which such amounts shall be paid in accordance with, and subject to satisfaction of, the same vesting and settlement schedule and other terms and conditions as was applicable to the corresponding Company RSU immediately prior to the Effective Time.

At the Effective Time, each outstanding Company restricted stock unit subject to . . .

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 in the Introductory Note and under Item 1.01 is incorporated herein 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.

In connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (the "NASDAQ") suspend trading of Company Common Stock on August 31, 2020, remove Company Common Stock from listing and file a Form 25 with the SEC to report the delisting of Company Common Stock from NASDAQ. NASDAQ filed a Form 25 on August 31, 2020 to provide notification of such delisting and to effect the deregistration of Company Common Stock under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file a Form 15 with the SEC to terminate the registration of Company Common Stock under the Exchange Act and to suspend the Company's reporting obligations under the Exchange Act with respect to Company Common Stock. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent. The aggregate cash consideration paid by Parent to Company stockholders in the Merger was approximately $4.3 billion. Parent funded the Merger Consideration with a combination of equity investments from affiliates of Francisco Partners and Evergreen Coast Capital Corp. and borrowings under the Credit Agreements. The information set forth in the Introductory Note and under Items 1.01, 2.01, 2.03, 3.03, 5.02 and 5.03 is incorporated herein 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.

In connection with the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and Andrew Kowal, Mike Kohlsdorf, Christine Wang, Daniel Lynn, Jesse Cohn, Jason Genrich and William R. Wagner became directors of the Company. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As of the Effective Time, the Amended and Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1. In addition, at the Effective Time, the Company's bylaws, 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 in effect immediately prior to the Effective Time. The bylaws are attached hereto as Exhibit 3.2. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.03.

Item 8.01 Other Events.

On August 31, 2020, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:





Exhibit
  No.                                    Description

 2.1          Agreement and Plan of Merger, dated December 17, 2019, by and among
            LogMeIn, Inc., Logan Parent, LLC and Logan Merger Sub, Inc.
            (incorporated by reference from Exhibit 2.1 to the Current Report on
            Form 8-K/A of LogMeIn, Inc. filed on December 18, 2019).

 3.1          Amended and Restated Certificate of Incorporation of LogMeIn, Inc.


 3.2          Amended and Restated Bylaws of LogMeIn, Inc.

99.1          Press release entitled "Francisco Partners and Evergreen Coast
            Capital Complete Acquisition of LogMeIn," issued by the Company on
            August 31, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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