PROSIGHT GLOBAL, INC. Item 1.02. Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the time the Merger became effective (the
"Effective Time"), each outstanding share of the Company common stock, par value
In addition, subject to the terms and conditions of the Merger Agreement, at the Effective Time, (1) each vested and unvested time-vesting restricted stock unit award (each, a "Company RSU Award") that was outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (A) the total number of Shares subject to such award multiplied by (B) the Per Share Consideration; (2) each vested and unvested performance-based restricted stock unit award (each, a "Company PSU Award") that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the number of Shares subject to such award that became vested based on the higher of target performance and actual performance through the Effective Time, multiplied by (B) the Per Share Consideration; (3) each vested and unvested award of Shares subject to time-based vesting conditions (each, a "Company Restricted Stock Award") that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the total number of shares subject to such award multiplied by (B) the Per Share Consideration; and (4) each vested and unvested award of Shares subject to performance-based vesting conditions (each, a "Company Performance Share Award") that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance through the Effective Time multiplied by (B) the Per Share Consideration.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.
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 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.
In connection with the consummation of the Merger, the Company notified the
The Company intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
In connection with the completion of the Merger and at the Effective Time, holders of the Company common stock, the Company RSU Awards, Company PSU Awards, Company Restricted Stock Awards or Company Performance Share Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive the Per Share Consideration, or the applicable amount thereof, as described in Item 2.01 above) and accordingly, no longer have any interest in the Company's future earnings or growth.
Item 5.01. Change in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
The aggregate consideration paid in connection with the Merger was approximately
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the Merger Agreement, at the Effective Time of the Merger,
each of
Pursuant to the terms of the Merger Agreement, at the Effective Time,
In connection with the consummation of the Merger, effective as of the Effective
Time,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated in their entirety as set forth in Exhibit 3.1.
In addition, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time (as amended to reflect the name of the Company) became the amended and restated bylaws of the Company (except that all references in the bylaws of Merger Sub to its name were changed to instead refer to the name of the Company) as set forth in Exhibit 3.2.
Each of Exhibits 3.1 and 3.2 are incorporated by reference herein.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 14, 2021 , among Parent, Merger Sub and the Company. 3.1 Amended and Restated Certificate of Incorporation ProSight Global, Inc. 3.2Amended and Restated Bylaws ProSight Global, Inc. 99.1 Press Release, datedAugust 4, 2021
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