Item 1.01 Entry into a Material Definitive Agreement.
Indenture Governing 5.50% Senior Secured Notes Due 2027
On
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
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on
The Existing Credit Agreement is more fully described in the Company's Current
Report on Form 8-K filed with the
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
As a result of the Merger, at the effective time of the Merger (the "Effective
Time"), each share of common stock,
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demanded and not withdrawn a demand for, lost or waived their right to, or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
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
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
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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
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
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, datedDecember 17, 2019 , by and amongLogMeIn, Inc. ,Logan Parent, LLC andLogan Merger Sub, Inc. (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K/A ofLogMeIn, Inc. filed onDecember 18, 2019 ). 3.1 Amended and Restated Certificate of Incorporation ofLogMeIn, Inc. 3.2 Amended and Restated Bylaws ofLogMeIn, Inc. 99.1 Press release entitled "Francisco Partners and Evergreen Coast Capital Complete Acquisition ofLogMeIn ," issued by the Company onAugust 31, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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