Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On April 21, 2017, pursuant to the terms of the Merger Agreement, Parent completed the acquisition of the Company upon the consummation of the Merger. Except as set forth in the Merger Agreement, at the effective time of the Merger (the “
Effective Time
”), each share of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Parent, any of their respective subsidiaries or held by any holder who properly perfected its rights of appraisal in accordance with Section 262 of the Delaware General Corporation Law) was automatically cancelled and converted into the right to receive $33.50 in cash, without interest (such per share amount, the “
Merger Consideration
”), less any applicable taxes required to be withheld.
Subject to the terms of the Merger Agreement, at the Effective Time:
(a) each option (each, a “
Company Stock Option
”) to purchase shares of Company Stock (as defined therein) that was outstanding under the Company’s 2010 Long-Term Incentive Plan, as amended (the “
Company Stock Plan
”), whether or not vested or exercisable, was, automatically and without any action on behalf of the holder thereof, canceled, and the Company became obligated to pay each holder of such Company Stock Option for each such Company Stock Option an amount in cash equal to the Merger Consideration, multiplied by the number of shares of Common Stock underlying such Company Stock Option (less the applicable exercise price) (assuming full vesting of the Company Stock Option) had such holder exercised the Company Stock Option in full immediately prior to the Effective Time;
(b) each restricted stock unit award relating to shares of Company Stock (other than a Company Performance Share (defined below)), whether required to be settled in cash or in stock (each, a “
Company RSU
”), that was outstanding under the Company Stock Plan and unvested, automatically and without any action on behalf of the holder or beneficiary thereof, was converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such Company RSU;
(c) each Company RSU that was outstanding under the Company Stock Plan and vested (but for which the underlying shares of Company Stock have not yet been delivered), automatically and without any action on behalf of the holder or beneficiary thereof, was canceled, and the Company became obligated to pay the holder of any such Company RSU an amount in cash equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such Company RSU;
(d) each performance share award relating to shares of Company Stock, whether required to be settled in cash or in stock (each, a “
Company Performance Share
”), that was outstanding under the Company Stock Plan, and for which the applicable performance period had not ended, automatically and without any action on behalf of the holder or beneficiary thereof, was converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such Company Performance Share, which number was determined based on the target performance level;
(e) each Company Performance Share that was outstanding under the Company Stock Plan and for which the applicable performance period had ended (but for which the underlying shares of Company Stock had not yet been delivered), automatically and without any action on behalf of the holder or beneficiary thereof, was canceled, and the Company became obligated to pay the holder of any such Company Performance Share an amount in cash equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such Company Performance Share, which number was determined based on actual performance as of the end of the applicable performance period;
(f) each outstanding cash award that was vested was canceled in exchange for payment to the holder of an amount in cash equal to the face amount of such award; and
(g) each outstanding cash award that was unvested will continue as in effect immediately prior to the Effective Time.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2016 and the terms of which are incorporated herein by reference.