VITAMIN SHOPPE, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each:
(i) share of common stock, par value $0.01 per share, of the Company
("Company Common Stock") that was issued and outstanding as of
immediately prior to the Effective Time (other than Owned Company Shares,
Converted Company Shares, or Dissenting Company Shares) was automatically
cancelled, extinguished, and converted into the right to receive cash in
an amount equal to $6.50 , without interest thereon (the "Per Share
Price"), and net of certain required withholding of taxes;
(ii) Company RSU outstanding as of immediately prior to the Effective Time,
whether vested or unvested, was cancelled and converted into and became a
right to receive an amount in cash, without interest and net of certain
required withholding of taxes, equal to (a) the amount of the Per Share
Price multiplied by (b) the total number of shares of Company Common
Stock subject to such Company RSU;
(iii) Company PSU outstanding as of immediately prior to the Effective Time,
whether vested or unvested, was cancelled and converted into and became
a right to receive an amount in cash, without interest and net of
certain required withholding of taxes, equal to (a) the amount of the
Per Share Price multiplied by (b) the number of shares of Company Common
Stock subject to such Company PSU, as determined in accordance with the
applicable Company PSU award agreement;
(iv) Company Option outstanding as of immediately prior to the Effective Time,
whether vested or unvested, was cancelled and converted into and became a
right to receive an amount in cash, without interest and net of certain
required withholding of taxes, equal to (a) the amount of the Per Share
Price (less the exercise price per share attributable to such Company
Option) multiplied by (b) the total number of shares of Company Common
Stock issuable upon exercise in full of such Company Option (with Company
Options whose exercise price was equal to or greater than the Per Share
Price being cancelled for no consideration); and
(v) share of Company Restricted Stock outstanding as of immediately prior to
the Effective Time, whether vested or unvested, was cancelled and
converted into an amount in cash, without interest and net of certain
required withholding of taxes, equal to (a) the amount of the Per Share
Price multiplied by (b) the total number of shares of Company Restricted
Stock.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the
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Trading of the Company Common Stock on the NYSE was suspended effective as of
the close of business on
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 is incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Company Common Stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price.
In connection with the Merger, on
Item 5.01 Change in Control of Registrant.
The information set forth under Item 2.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred. The
Company merged with and into Merger Sub, with Merger Sub surviving the Merger as
an indirect wholly owned subsidiary of Parent. The total amount of consideration
payable to the Company's equityholders in connection with the Merger was
approximately
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement.
The information set forth under Item 2.01 is incorporated herein by reference.
On
At the Effective Time, Merger Sub remained a manager managed limited liability company and indirect wholly-owned subsidiary of Parent. In addition, at the Effective Time, the officers of the Company immediately prior to the Effective Time became the officers of Merger Sub.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the certificate of formation and limited liability company agreement of Merger Sub became the certificate of formation and limited liability company agreement of the surviving entity. The certificate of formation and limited liability company agreement of Merger Sub 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 3.1 Certificate of Formation ofValor Acquisition, LLC . 3.2 Amended and Restated Limited Liability Company Agreement of ValorAcquisition, LLC . 4.1 Supplemental Indenture dated as ofDecember 16, 2019 , by and betweenValor Acquisition, LLC andWilmington Trust, National Association .
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