Item 1.01. Entry into a Material Definitive Agreement.
The Merger was funded in part with proceeds from (i) a
New Credit Agreements
On
The First Lien Term Loan Facility will mature on
The First Lien Revolving Credit Facility will mature on
Item 1.02. Termination of a Material Definitive Agreement.
Effective as of the Closing Date, all outstanding amounts and obligations under
that certain Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
At the effective time of the Merger (the "Effective Time"), in accordance with
the terms and conditions set forth in the Merger Agreement, each share of
Company common stock outstanding immediately prior to the Effective Time (other
than shares of Company common stock owned by (i) Parent or Merger Sub or any of
their respective subsidiaries (including the shares of Company common stock
transferred by
--------------------------------------------------------------------------------
In addition, pursuant to the Merger Agreement, at the Effective Time
• each outstanding option to purchase shares of Company common stock (other than rights to purchase shares of Company common stock under the Company's Employee Stock Purchase Plan) (each, an "Option") granted under the Company's 2019 Omnibus Incentive Compensation Plan, whether vested or unvested, was treated as follows: (i) if the per share of Company common stock exercise price of such outstanding Option was equal to or greater than the Merger Consideration, such Option was terminated and cancelled, without any consideration being payable in respect thereof, and had no further force or effect; and (ii) if the per share of Company common stock exercise price of such Option was less than the Merger Consideration, such Option was terminated and automatically cancelled and exchanged into the right to receive a lump sum cash payment in the amount equal to the (x) the number of shares of Company common stock underlying the Option immediately prior to the Effective Time, multiplied by (y) an amount equal to the Merger Consideration minus the applicable exercise price; • each outstanding restricted stock unit that was subject to time-based vesting conditions (a "Restricted Stock Unit") granted under the Company's 2019 Omnibus Incentive Compensation Plan that . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On
--------------------------------------------------------------------------------
with the
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
As a result of the Merger, each share of Company common stock 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 Company common stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01. Changes in Control of the Registrant.
The information set forth in the Introductory Note and in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Directors
At, and conditioned on the occurrence of, the Effective Time,
Officers
The officers of the Company immediately prior to the Effective Time continued as officers of the Company.
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Second Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and
--------------------------------------------------------------------------------
restated in its entirety (the "Charter"). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as ofMay 24, 2022 , by and amongCorgi Bidco, Inc. ,Corgi Merger Sub, Inc. andCovetrus, Inc. (incorporated herein by reference to Exhibit 2.1 toCovetrus, Inc.'s Current Report on Form 8-K filed onMay 25, 2022 ) 3.1 Third Amended and Restated Certificate of Incorporation ofCovetrus, Inc. 3.2 Second Amended and Restated Bylaws ofCovetrus, Inc. 99.1 Press Release, dated as ofOctober 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K.
agrees to furnish supplementally a copy of any omitted schedule to the
request, provided, however, that the Company may request confidential treatment
pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or
exhibit so furnished.
--------------------------------------------------------------------------------
© Edgar Online, source