Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Corp Merger Effective Time, each outstanding award of restricted stock units (each, a "Company RSU") to purchase Shares was cancelled and replaced with a restricted stock unit award (a "TopCo RSU") with respect to a number of shares of common stock of TopCo that is equal to the number of Shares that were subject to such cancelled Company RSU. The replacement TopCo RSUs shall be settled upon vesting in a combination of cash and/or shares of TopCo common stock (with the mix of cash and shares determined by Parent in its sole discretion) valued in the aggregate at (x) the number of shares of TopCo common stock underlying such TopCo RSU multiplied by (y) the Merger Consideration, with shares of TopCo common stock valued for such purpose at the then prevailing Book Value Per Share (as defined in the Merger Agreement) at the time of such settlement.
At the Corp Merger Effective Time, each outstanding option to purchase Shares of Class A Stock was cancelled without consideration, except for certain options to be converted into options of TopCo at closing pursuant to the terms of the Rollover Agreement (as previously described).
The foregoing description, including the portions incorporated by reference herein, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto.
The information in the Introductory Note above and in Item 1.01, Item 3.03, Item 5.01, Item 5.02, Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
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 Mergers, on
The Company intends to file with the
The information set forth in Item 2.01 is incorporated herein by reference.
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Item 3.03 Material Modifications to Rights of Security Holders.
Upon the Corp Merger Effective Time, each issued and outstanding share of
Class A Stock (except as described in Item 2.01 above) was cancelled and ceased
to exist, and holders of Class A Stock immediately prior to such effective time
ceased to have any rights as shareholders of the Company (other than their right
to receive
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the Corp Merger Effective Time, the Company became a wholly-owned subsidiary of Parent and, accordingly, a change in control of the Company occurred.
The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger Agreement,
The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Corp Merger Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. In addition, in connection with the Corp Merger, the bylaws of the Company were amended and restated in their entirety so that they were identical to the bylaws of Corp Merger Sub immediately prior to the Corp Merger. Immediately thereafter, the bylaws of the Company have been amended and restated in their entirety so that the duties and titles of the officers of the Company are identical to the duties and titles of the officers of the Company in the bylaws of the Company immediately prior to the Corp Merger. The amended and restated articles of incorporation of the Company, the second amended and restated bylaws of the Company, and the third amended and restated bylaws of the Company are attached hereto as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, and are incorporated by reference herein.
Item 8.01 Other Events
On
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofMarch 31, 2022 , by and amongManning & Napier, Inc. ,Callodine Midco, Inc. ,Callodine Merger Sub, Inc. ,Callodine Merger Sub, LLC andManning & Napier Group, LLC (incorporated by reference to Exhibit 2.1 toManning & Napier, Inc.'s Current Report on Form 8-K filed with theSEC onApril 1, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofManning & Napier, Inc. 3.2 Second Amended and Restated Bylaws ofManning & Napier, Inc. 3.3 Third Amended and Restated Bylaws ofManning & Napier, Inc. 99.1 Press Release ofManning & Napier, Inc. , datedOctober 21, 2022 104 Cover Page Interactive Data File
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