Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, (i) all outstanding indebtedness under that certain Amended
and Restated Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, at the Effective Time on the
Closing Date, Parent completed its previously announced acquisition of the
Company. As a result of the Merger, the Company survived as a wholly-owned
indirect subsidiary of Parent. At the Effective Time, each share of Class A
common stock, without par value, of the Company (the "Company Class A Shares")
and each outstanding share of Class B common stock, without par value, of the
Company (the "Company Class
In addition, at the Effective Time, each Company restricted stock award (the "Company RSA") issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of the Company Common Shares subject to the Company RSA, multiplied by (ii) the Merger Consideration, plus any cash dividends or cash dividend equivalents accrued on such Company RSA.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01. The foregoing
description of the Merger and the Merger Agreement, and the other transactions
contemplated thereby, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the
--------------------------------------------------------------------------------
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of the Company Common Shares that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company Common Shares ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned indirect subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time,
Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger
Sub immediately prior to the Effective Time,
--------------------------------------------------------------------------------
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Amended and Restated Articles of Incorporation of the Company and the Bylaws of the Company were each amended and restated in their entirety at the Effective Time. Copies of the Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofFebruary 14, 2021 , by and amongProtective Insurance Corporation , The Progressive Corporation andCarnation Merger Sub Inc. , incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onFebruary 16, 2021 . 3.1 Second Amended and Restated Articles of Incorporation ofProtective Insurance Corporation . 3.2 Amended and Restated Bylaws ofProtective Insurance Corporation .
--------------------------------------------------------------------------------
© Edgar Online, source