Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, REG entered into an Agreement and Plan of Merger dated
At the Effective Time, and as a result of the Merger:
• Each share of common stock, par value
"Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares (as defined in the Merger Agreement) and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive$61.50 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
• Each outstanding award of Company stock appreciation rights (each, a
"Company SAR") vested and was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price applicable to such Company SAR multiplied by (y) the number of shares of Company Common Stock subject to such Company SAR.
• Each outstanding restricted stock unit award that vests solely on the
passage of time held by a Company non-employee director (each, a "Company Director RSU") vested and was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (x) the Merger Consideration multiplied by (y) the number of shares of Company Common Stock subject to such Company Director RSU.
• Each outstanding restricted stock unit award that vests solely on the
passage of time and is not a Company Director RSU (each, a "Company Employee RSU") to the extent vested immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (x) the Merger Consideration multiplied by (y) the number of vested shares of Company Common Stock subject to such Company Employee RSU. • Each outstanding Company Employee RSU Award to the extent unvested . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date (as defined in the Merger Agreement), in connection with the
consummation of the Merger, REG notified Nasdaq that the Merger had been
consummated and requested that the trading of its common stock on Nasdaq be
suspended and that the listing of its shares on Nasdaq be withdrawn. In
addition, REG requested that Nasdaq file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated 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 REG occurred, and REG became a direct, wholly-owned subsidiary of Parent.
The information set forth in Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
--------------------------------------------------------------------------------
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 Merger, all of the directors and officers of REG
immediately prior to the Effective Time ceased to be directors or officers of
REG at the Effective Time. At the Effective Time,
At the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, REG's certificate of incorporation and by-laws were amended and restated in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and by-laws of Merger Subsidiary as in effect immediately prior to the Effective Time. Copies of REG's amended and restated certificate of incorporation and by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On the Closing Date, Parent issued a news release announcing, among other things, the completion of the Merger and that trading of the Shares on Nasdaq will cease in connection therewith. A copy of the news release is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference.
The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of the Exchange Act, nor shall it be deemed incorporated by reference in any REG filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Pursuant to the indenture, dated as of
In addition, pursuant to the Indenture, REG previously issued a Conditional Notice of Full Redemption to holders of the Notes to redeem all Notes that remain outstanding at least one Business Day following the consummation of the Partial Redemption (the "Full Redemption" and the "Full Redemption Date", respectively). The redemption price for the Notes to be redeemed shall be equal to 100% of the principal amount of the Notes outstanding, plus the Make Whole Premium (as defined in the Indenture) at the Full Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Full Redemption Date (the "Full Redemption Price"). The Full Redemption is conditioned on (i) the completion of the Acquisition Condition at least two Business Days prior to the Full Redemption Date and (ii) the completion of the Partial Redemption at least one Business Day prior to the Full Redemption Date.
--------------------------------------------------------------------------------
The Acquisition Condition was satisfied on
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 27, 2022 , by and amongRenewable Energy Group, Inc. ,Cyclone Merger Sub Inc. and Chevron Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filedFebruary 28, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofRenewable Energy Group, Inc. 3.2 Second Amended and Restated Bylaws ofRenewable Energy Group, Inc. 99.1 News Release of Chevron Corporation, datedJune 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source