Item 1.01 Entry into a Material Definitive Agreement
On the Closing Date, Parent, Merger Sub, as the initial borrower prior to the
Effective Time (as defined below), and the Company, as the borrower as of and
after the Effective Time, entered into a credit agreement with Credit Suisse AG,
Item 1.02. Termination of Material Definitive Agreement
In connection with the closing of the Merger, the Company repaid in full and
terminated its Amended and Restated Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The Merger became effective upon the filing of the Certificate of Merger with
the Secretary of State of the
At the Effective Time, each share of Company series A convertible preferred stock, (the "Preferred Shares", collectively with the Common Shares, the "Shares") issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) was cancelled and converted into the right to receive an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of Preferred Shares issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in cash (the "Preferred Stock Merger Consideration", collectively with the Common Stock Merger Consideration, the "Merger Consideration"), without interest, subject to applicable withholding taxes.
At the Effective Time, unless otherwise agreed in writing with any individual holder of a restricted stock unit award, including any dividend equivalents accrued thereon (each, a "Company RSU Award"), each Company RSU Award, whether vested or unvested, that was outstanding immediately prior to the Effective Time and (i) was subject solely to time-vesting conditions became fully vested (to the extent unvested) as to any time-vesting conditions and nonforfeitable, and was cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each share of Common Stock subject to such Company RSU Award or (ii) was subject to performance-based vesting or other performance-based lapse restrictions became vested and nonforfeitable with respect to a number of shares of Common Stock subject to such Company RSU Award calculated based on target level of performance, and was cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each vested share of Common Stock subject to such Company RSU Award, in each case, subject to applicable tax withholding.
At the Effective Time, unless otherwise agreed in writing with any individual holder of a stock appreciation right award (each, a "Company SAR Award"), each Company SAR Award, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time became fully vested (to the extent unvested) and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Common Stock Merger Consideration over the grant price per share of Common Stock of such Company SAR Award, multiplied by (ii) the total number of shares of Common Stock subject to such Company SAR Award, subject to applicable tax withholding. Any Company SAR Award that had a grant price per share of Common Stock that was greater than or equal to the . . .
Item 3.01. Notice of Delisting for Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the NASDAQ
Global Select Market ("NASDAQ") that the Certificate of Merger had been filed
with the Secretary of State of the
In addition, the Company intends to file a certification on Form 15 with the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, as a result of the Merger, each holder of Shares issued and outstanding immediately prior to the Effective Time ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration (except in the case of Excluded Shares).
The information set forth in the Introductory Note and under Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant.
As a result of the completion of the Merger, a change in control of the Company
occurred, and the Company became a wholly owned subsidiary of Parent. Parent and
Merger Sub are affiliates of funds advised by
To complete the Merger and related transactions, Parent has used funds in an
amount up to approximately
The information set forth in the Introductory Note and under Items 2.01 and 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.
At the Effective Time, pursuant to the terms of the Merger Agreement,
In connection with the Merger,
Orion Parent and
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In accordance with the Merger Agreement, the certificate of incorporation and
bylaws of Merger Sub in effect immediately prior to the Effective Time became
the certificate of incorporation and form of the bylaws of the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On the Closing Date, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
2.1 Merger Agreement filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed onApril 12, 2021 , is incorporated herein by reference. 3.1 Amended and Restated Certificate of Incorporation of GI DI Orion MergerSub Inc. 3.2 Bylaws ofGI DI Orion Merger Sub Inc. 99.1 Press Release Announcing the Completion of the Merger 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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