Item 8.01 Other Events
Manning & Napier, Inc. (the "Company") announced previously that it had entered
into the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
March 31, 2022, by and among Callodine Midco, Inc., a Delaware corporation
("Parent"), Callodine Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Corp Merger Sub"), Callodine Merger Sub,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of Corp
Merger Sub, the Company, and Manning & Napier Group, LLC, a Delaware limited
liability company, pursuant to which, among the other things, Corp Merger Sub
will be merged with and into the Company (the "Corp Merger"), with the Company
as the surviving corporation in the Corp Merger.
On September 28, 2022, the Company delivered to Parent a confirmatory notice
that the Company thereby extends the Termination Date (as defined in the Merger
Agreement) to December 1, 2022 (the "Notice of Outside Date Extension"), in
accordance with Section 7.1(b)(i) of the Merger Agreement. The Corp Merger
remains subject to regulatory clearance by the New Hampshire Banking Department
and the Financial Industry Regulatory Authority, and the satisfaction or waiver
of other customary closing conditions. The parties currently expect to close the
transaction in October 2022.
A copy of the Notice of Outside Date Extension is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference. On
September 28, 2022, the Company issued a press release announcing the delivery
of the Notice of Outside Date Extension. A copy of the press release is filed as
Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Notice of Outside Date Extension, dated September 28, 2022
99.2 Press release, dated September 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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