Item 1.01 - Entry into a Material Definitive Agreement
On
Pursuant to the Merger Agreement, the Company will be merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger. Immediately following the Company Merger, the Partnership will be merged with and into Merger Sub (the "Partnership Merger" and together with the Company Merger, collectively the "Mergers"), with Merger Sub surviving the Partnership Merger. Capitalized terms used below but not defined herein have the respective meanings assigned thereto in the Merger Agreement.
The board of directors of the Company (the "Board") has unanimously approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement.
Merger Consideration
At the effective time of the Company Merger, each issued and outstanding share of the Company's Class A common stock (the "Common Stock"), other than those shares held by the Company, the Partnership, Parent, Merger Sub or any of their respective wholly owned subsidiaries, will be converted into the right to receive 0.230 shares of common stock of Parent plus the right, if any, to receive cash in lieu of fractional shares of common stock of Parent (the "Merger Consideration"). Holders of the Common Stock will receive the Merger Consideration on a tax-free basis.
Immediately prior to the effective time of the Company Merger, any and all outstanding issuance and forfeiture conditions on any Common Stock subject to an award of Common Stock granted under Company's equity incentive plans that is unvested or subject to a substantial risk of forfeiture will be deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable), and convert into the Merger Consideration.
Immediately prior to the effective time of the Partnership Merger (i) each issued and outstanding unvested LTIP Unit of the Partnership will automatically become fully vested at maximum performance, to the extent applicable and (ii) immediately after such vesting, each vested LTIP Unit of the Partnership that is eligible for conversion into Partnership OP Units will automatically convert into common units of the Partnership (the "Partnership OP Units").
At the effective time of the Partnership Merger, each of the issued and outstanding Partnership OP Units, other than those held by the Company, the Partnership, Parent, Merger Sub or any of their respective wholly owned subsidiaries, will automatically convert into the Merger Consideration.
Governance; Other Matters
Effective as of immediately after the effective time of the Company Merger, one member of the board of directors of the Company (the "Company Board") selected by the Company will be appointed to the board of directors of Parent (the "Company Designated Director"). From the Closing until immediately after the first annual meeting of stockholders of Parent occurring after the Closing, Parent must take actions reasonably necessary to cause the Company Designated Director to be appointed to the board of directors of Parent.
Following the effective time of the Company Merger, Parent will use commercially
reasonable efforts to establish a regional office in
Closing Conditions
The consummation of the Mergers is subject to certain closing conditions, including (i) the approval of the Company Merger by the holders of a majority of the outstanding Common Stock, (ii) the absence of any temporary restraining order, injunction or other legal order, and law being enacted, which would have the effect of making illegal or otherwise prohibiting the consummation of the Mergers, (iii) the Form S-4 to be filed by Parent in connection with common stock of Parent to be issued in the Mergers being declared effective, (iv) the shares of common stock of Parent to be issued in the Mergers will have been approved for listing on Nasdaq, (v) the receipt of certain legal opinions by Parent and the Company and (vi) other customary conditions specified in the Merger Agreement.
Representations, Warranties and Covenants
Each of the Company, the Partnership, Parent and Merger Sub made representations and warranties in the Merger Agreement. Each of the Company and the Partnership has also agreed to various customary covenants and agreements, including, subject to certain exceptions, (i) to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Mergers and (ii) to call and hold a stockholder meeting and recommend that the Company's stockholders approve the Company Merger.
Each of Parent and the Company agreed not to make, declare or set aside any
dividend or other distribution to its respective stockholders or shareholders
without the prior written consent of the other party, except that upon written
notice to the other party, (i) the Company may authorize and pay (i) quarterly
distributions at a rate not in excess of
The Company agreed not to (i) solicit proposals relating to certain alternative transactions, (ii) enter into discussions or negotiations or provide non-public information in connection with any proposal for an alternative transaction from a third party, (iii) approve or enter into any agreements providing for any such alternative transaction, subject to certain exceptions to permit members of the Board to comply with their duties as directors under applicable law, or (iv) propose or agree to do any of the foregoing. Notwithstanding these "no-shop" restrictions, prior to obtaining the Company stockholder approval, under specified circumstances the Board may change its recommendation of the transaction, and the Company may also terminate the Merger Agreement to accept a superior proposal upon payment of the termination fee described below.
Termination of the Merger Agreement
The Merger Agreement may be terminated under certain circumstances, including by
either Parent or the Company if the Mergers have not been consummated on or
before
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Company Board approved and adopted the second amendment (the "Bylaws
Amendment") to the Company's Amended and Restated Bylaws, as amended (the
"Bylaws"), which provides that unless the Company consents in writing to the
selection of an alternative forum, (i) the
The foregoing description of the Bylaws Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 - Other Events
On
Due to the Company's entry into the Merger Agreement, the Company Board has
postponed the 2022 Annual Meeting of Stockholders that had been scheduled for
On
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Title 2.1 Agreement and Plan of Merger, dated as ofMay 29, 2022 , by and among PotlatchDeltic Corporation, Horizon Merger Sub 2022, LLC,CatchMark Timber Trust, Inc. andCatchMark Timber Operating Partnership, L.P. 3.1 Amendment No. 2 to Amended and Restated Bylaws ofCatchMark Timber Trust, Inc. 99.1 Press Release, datedMay 31, 2022 , announcing the execution of the Merger Agreement. 99.2 Email to the Company's Employees, distributed by the Company onMay 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Additional Information
This Current Report is being made in respect of the proposed merger transaction
involving Parent and the Company. This Current Report does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. In connection with the proposed transaction, Parent plans to file
with the
Participants in the Solicitation
Parent and the Company and their respective directors and officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from stockholders of the Company in connection with
the merger transaction. Certain information about the directors and executive
officers of Parent is set forth in its Annual Report on Form 10-K for the year
ended
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