Item 2.01 Completion of Acquisition or Disposition of Assets.
Effect on Capital Stock
At the Effective Time, each issued and outstanding share of Class A common
stock, par value
Warrants
In accordance with the Warrant Agreement (as defined in the Merger Agreement),
each warrant to purchase shares of Company Common Stock (each, a "Company
Warrant") that was unexercised and outstanding as of immediately prior to the
Effective Time was automatically converted into a right by the holder thereof
upon exercise to receive only an amount in cash equal to the Per Share Price
less the per-share exercise price for such Company Warrant (the "Warrant
Consideration") for each share of Company Common Stock for which such Company
Warrant was exercisable immediately prior to the Effective Time; provided that,
the holder of any Company Warrant may notify the Company commencing on the date
of public disclosure of the Merger Agreement through the date that is 90 days
after the public disclosure of the consummation of the Merger by the Company
pursuant to a Current Report on Form 8-K filed with the
Equity Awards
In addition, at the Effective Time, (a) each time-vesting restricted stock unit of the Company (each, a "Company RSU") that was outstanding as of the Agreement Date and still outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Company RSU (including, for the avoidance of doubt, any dividend equivalents credited in respect of such Company RSU) (the "RSU Consideration"); and (b) each performance-vesting restricted stock unit of the Company (each, a "Company PSU") that was outstanding as of the Agreement Date and still outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Company PSU (including, for the avoidance of doubt, any dividend equivalents credited in respect of such Company PSU), with the achievement of the performance-based vesting metrics applicable to each Company PSU deemed achieved at the target level of performance (the "PSU Consideration").
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As promptly as reasonably practicable, but in any event no later than ten business days after the Closing Date, the RSU Consideration will be paid to the holders of such Company RSUs through the Company's payroll system. In accordance with the Merger Agreement, the Company will pay the PSU Consideration as soon as practicable following the last day of the applicable performance period, subject to the holder's continued employment on such last day; provided however, that in the event that the holder's employment is terminated prior to the last day of the performance period without cause or due to the holder's death or disability . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, the Company (i) notified
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
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 hereof) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Price.
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01 Change in Control of Registrant.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
The information contained in the Introductory Note and Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time,
Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger
Sub immediately prior to the Effective Time became the directors of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation attached as Exhibit 3.01 hereto, which is incorporated herein by reference.
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, by and amongVerso Corporation , BillerudKorsnäs Inc.,West Acquisition Merger Sub Inc. , and, for limited purposes set forth therein, BillerudKorsnäs AB, datedDecember 19, 2021 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission onDecember 21, 2021 ). 3.01 Amended and Restated Certificate of Incorporation of Billerud Americas Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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