Item 1.02 Termination of Material Definitive Agreement
In connection with the consummation of the Merger, effective as of
Item 2.01. Completion of Acquisition or Disposition of Assets
As described in the introductory note, on
Upon completion of the Merger, each share of common stock, par value
In addition, as a result of the Merger, (i) each outstanding restricted stock
unit that is not subject to any performance-based vesting requirements (each, an
"RSU"), other than any Director RSU (as defined below) and any outstanding RSU
that vested prior to the effective time of the Merger, including any dividend
equivalent units credited in respect thereto, was cancelled and converted into
the right to receive from the surviving corporation an amount equal to the
merger consideration and such amount, less any required withholding taxes, will
be paid in cash to the holder of such RSU within 15 business days of the
existing vesting date applicable to such RSU if the holder continues employment
through the vesting date, subject to full accelerated vesting and payment within
15 business days (subject to any required delay in payment required by Section
409A of the Internal Revenue Code of 1986 (the "Code")) of the earlier
termination of the holder's employment without cause or due to the holder's
death, total disability or qualified retirement; (ii) each outstanding
restricted stock unit that is subject to any performance-based vesting
requirement (each, a "PSU"), other than the Match Award (as defined below),
including any dividend equivalent units credited in respect thereto, was
cancelled and converted into the right to receive from the surviving corporation
an amount equal to the merger consideration (assuming the maximum level
performance was achieved for purposes of determining the number of PSUs) and
such amount, less any required withholding taxes, will be paid in cash to the
holder of such PSU at the time specified in the applicable plan and award
agreement following the completion of the applicable performance period if the
holder continues employment through the end of such performance period in
accordance with the original payment terms of the award, without any ongoing
performance-vesting conditions, subject to full accelerated vesting upon the
earlier termination of the holder's employment without cause or due to holder's
death, total disability or qualified retirement; (iii) the PSUs granted under
the performance share matching award to
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payable in cash to
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As a result of the transactions described in Item 2.01 of this Current Report on
Form 8-K, the Company requested that the shares of Company common stock, which
traded under the symbol "Y," cease to be traded on the
In connection with the deregistration of the shares of Company common stock described above, the Company also intends to file post-effective amendments to certain of its outstanding registration statements to terminate the effectiveness of such registration statements and remove from registration any and all unsold securities under such registration statements.
Item 3.03. Material Modification to Rights of Security Holders
As a result of the Merger, each issued and outstanding share of Company common stock was cancelled and each holder of Company Common Stock ceased to have any rights as a stockholder of the Company other than the right to receive the merger consideration as set forth in the Merger Agreement.
The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.01. Changes in Control of Registrant
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company became a wholly owned subsidiary of Berkshire Hathaway and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01, Item 3.01, Item 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference herein.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the effective time of the Merger, in accordance with the Merger Agreement,
the director of Merger Sub,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the certificate of incorporation and bylaws of the surviving corporation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMarch 20, 2022 , by and amongAlleghany Corporation , Berkshire Hathaway Inc. andO&M Acquisition Corp. (incorporated by reference to Exhibit 2.1 ofAlleghany Corporation's Current Report on Form 8-K datedMarch 21, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofAlleghany Corporation 3.2 Amended and Restated Bylaws ofAlleghany Corporation , dated as ofOctober 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 4 -
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