Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Item 5.01 is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), each share of G&W's
common stock (other than shares held by G&W (including shares held in treasury),
Parent or any of their wholly-owned subsidiaries) was converted into the right
to receive
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to G&W's
Current Report on Form 8-K filed with the
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 under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, G&W notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
At the Effective Time, each outstanding share of G&W's common stock was converted into the right to receive the Merger Consideration as described under Item 2.01 and each holder of G&W's common stock immediately prior to the Effective Time ceased to have any rights as a stockholder of G&W (other than the right to receive the Merger Consideration).
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of G&W occurred and G&W became a wholly owned subsidiary of Parent.
The total amount of funds used to consummate the Merger (including the funds
required to be paid to G&W's stockholders and the holders of G&W equity awards
due to them under the Merger Agreement) and to repay certain debt of G&W was
approximately
--------------------------------------------------------------------------------
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 under Item 2.01 is incorporated by reference into this Item 5.02.
In connection with the completion of the Merger (and not as a result of any
disagreement with G&W), at the Effective Time, each of G&W's directors
immediately prior to the Effective Time ceased to be directors of G&W. In
accordance with the terms of the Merger Agreement, immediately following the
Effective Time, the directors of Merger Sub immediately prior to the Effective
Time, which consisted of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.
At the Effective Time, the certificate of incorporation of G&W, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03.
At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, became the by-laws of G&W as the surviving corporation in the Merger, except that all references to Merger Sub were replaced with references to the name of G&W. Immediately following the Effective Time, the by-laws of the surviving corporation were further amended and restated in their entirety and are attached hereto as Exhibit 3.2, which is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On the Closing Date, G&W issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 1, 2019 , by and amongGenesee & Wyoming Inc. ,DJP XX, LLC andMKM XXII Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onJuly 1, 2019 ). 3.1 Amended and Restated Certificate of Incorporation ofGenesee & Wyoming Inc. 3.2 Amended and Restated By-laws ofGenesee & Wyoming Inc. 99.1 Press Release, datedDecember 30, 2019 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source