Unvested Company restricted stock units and unvested Company stock options, in each case, that were not subject to performance conditions, that were outstanding on the date of the Merger Agreement and that would have vested on or prior to January 31, 2023 in accordance with their terms as in effect as of the date of the Merger Agreement each received additional vesting credit, were deemed vested as of the Effective Time and will be paid following the Closing. Any remaining unvested Company restricted stock units and unvested Company stock options, in each case, that were not subject to performance conditions (i.e., any time-based Company restricted stock units or stock options that remained outstanding and unvested after the Effective Time following application of the additional vesting credit through January 31, 2023 as described above) were converted to cash awards, and will vest and be paid on their original vesting schedule, subject to such holder’s continued service through the applicable vesting date(s), as described above.
For any unvested Company restricted stock units and unvested Company stock options that were outstanding as of the date of the Merger Agreement and that remained subject to performance conditions as of immediately prior to the Effective Time, after giving effect to the deemed achievement of performance conditions at 100% of target levels as described above, one-third (1/3) of such unvested restricted stock units and unvested stock options received additional vesting credit and were deemed vested as of the Effective Time and will be paid following the Closing.
For the remaining unvested Company restricted stock units and Company stock options, in each case, that were subject to performance conditions and that were not accelerated in accordance with the preceding sentence (i.e., with respect to the remaining two-thirds (2/3) of the shares subject thereto), 50% of such remaining awards will vest on February 1, 2023, and the remaining 50% will vest on February 1, 2024, in each case, subject to such holder’s continued service through the applicable vesting date(s).
The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2022 and incorporated herein by reference, and to the full text of the Amendment to the Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022 and incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, on June 22, 2022, the Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove its Company Shares from listing on the NYSE and requested the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister its Company Shares. The Company intends to file with the SEC a Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Company Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Shares on the NYSE was suspended prior to market open on June 22, 2022.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in the Introduction and under Items 2.01 and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 5.01 |
Changes in Control of Registrant. |
The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
In connection with the Merger, the aggregate purchase price paid for all equity securities of the Company was approximately $10.4 billion. The purchase price was funded by equity financing from Thoma Bravo and certain co-investors and debt financing from third-party debt financing sources.
To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.