Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date,
Amendment No. 6 amends the Credit Agreement to provide for, among other things,
(i) a first lien incremental term loan facility (the "Incremental Term Loan
Facility") in an aggregate principal amount of
The foregoing description of Amendment No. 6 is not complete and is subject to and qualified in its entirety by reference to the full text of Amendment No. 6, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time") on the Closing Date,
each share of common stock,
At the Effective Time, each outstanding option to purchase shares of Company Common Stock ("Company Option"), whether vested or unvested, remained outstanding and continued to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company equity plan and award agreement, except that (i) each Company Option became exercisable for that number of Surviving Corporation Shares equal to the product of (A) the number of shares subject to the Company Option immediately before the Effective Time multiplied by (B) 0.01 and (ii) the per share exercise price for each Surviving Corporation Share issuable upon exercise of the Company Option became equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of such Company Option immediately before the Effective Time by (B) 0.01. In addition, each outstanding restricted stock unit, performance-based restricted stock unit and long-term incentive unit of the Company remained outstanding and continued to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company equity plan and/or award agreement, as applicable, except that each restricted stock unit and performance-based restricted stock unit and, to the extent settled in shares of Company Common Stock, long-term incentive unit, will settle in a number of Surviving Corporation Shares equal to the . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the
The information in the Introductory Note above and in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Company Common Stock (except as described in Item 2.01 above) was canceled and automatically converted into the right to receive the Merger Consideration.
The information in the Introductory Note above and in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a subsidiary of Parent.
The information in the Introductory Note above and in Item 2.01, Item 3.03 and Item 5.02 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.
Effective upon the completion of the Merger, the directors of Merger Sub
immediately prior to the completion of the Merger continued as the directors of
the
Effective upon the completion of the Merger, the officers of the Company
immediately prior to the completion of the Merger continued as the officers of
the
The information in the Introductory Note above and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws? Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, effective upon completion of the
Merger, the certificate of incorporation of the Company, as in effect
immediately prior to the Effective Time, was amended and restated in its
entirety. The bylaws of Merger Sub in effect immediately prior to the Effective
Time became the bylaws of the
Copies of the amended and restated certificate of incorporation and amended bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJune 20, 2022 , by and amongCommodore Parent 2022, LLC, Commodore Merger Sub 2022, Inc., andConvey Health Solutions Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byConvey Health Solutions Holdings, Inc. onJune 21, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofConvey Health Solutions Holdings, Inc. 3.2 Amended Bylaws ofConvey Health Solutions Holdings, Inc. 10.1 Amendment No. 6, dated as ofOctober 7, 2022 , to the FirstLien Credit Agreement, dated as ofSeptember 4, 2019 , as amended prior to the date hereof, by and among, inter alios,Convey Health Solutions, Inc. , as borrower, Ares Capital Corporation, as administrative agent and collateral agent, and the lenders and agents party thereto. 99.1 Press Release, datedOctober 7, 2022 . 104 Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed onOctober 7, 2022 is formatted in Inline XBRL (included as Exhibit 101).
* All schedules and exhibits to this agreement have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished supplementally to the
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