Item 1.02. Termination of a Material Definitive Agreement.
On September 30, 2020, in connection with the consummation of the Merger, the
Company caused to be repaid all outstanding amounts owed under, and terminated,
the existing Amended and Restated Credit Agreement (as amended, amended and
restated, supplemented or otherwise modified from time to time), dated as of
November 30, 2015 (the "Credit Agreement"), by and among the Company as
borrower, its subsidiaries as guarantors and Bank of America, N.A. as lender.
Upon termination of the Credit Agreement, all of the guarantees of the
obligations under the Credit Agreement were terminated and all liens granted
under the Credit Agreement were released.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Item 3.01. Standard; Transfer of Listing
As a result of the Merger, all Shares were cancelled and, other than the
Excluded Shares, were converted into the right to receive the Merger
Consideration. Accordingly, on September 29, 2020, the Company requested that
the NASDAQ Global Select Market ("NASDAQ") suspend the Shares from trading
effective as of the open of trading on September 30, 2020, remove the Shares
from listing on NASDAQ and file with the SEC an application on Form 25 to report
the delisting of Shares from NASDAQ. NASDAQ has informed the Company that on
September 30, 2020, in accordance with the Company's request, NASDAQ filed the
Form 25 with the SEC in order to provide notification of such delisting and to
effect the deregistration of Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to
file with the SEC a Form 15 with respect to the Shares, requesting the
deregistration of Shares under Section 12(g) of the Exchange Act and the
suspension of the Company's reporting obligations under Sections 13 and 15(d) of
the Exchange Act.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note, Item 1.02, 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.
Item 5.01. Change 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 wholly owned subsidiary of ABC. The
aggregate Merger Consideration was approximately $228 million, which ABC funded
through existing debt facilities. The information set forth under the
Introductory Note 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
Pursuant to the terms of the Merger Agreement, and effective as of the Effective
Time, Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Matthew E. Gilbertson,
Kevin R. Kelly, David R. Lord, Nickolas A. Mills and Jacqueline S. Woodward
resigned from their positions as members of the board of directors of the
Company and from any and all committees of the board of directors on which they
In addition, immediately following the Effective Time, Andrew J. Thomas (in his
capacity as Chief Executive Officer), Derek Y. Hahm (in his capacity as Vice
President, Sales and Brewpubs), Kenneth C. Kunze (in his capacity as Vice
President, Chief Marketing Officer), J. Scott Mennen (in his capacity as Vice
President, Chief Operating Officer), Daniel J. Partelow (in his capacity as Vice
President, Commercial Development), Peter W. Schauf (in his capacity as Vice
President, International), Marcus H. Reed (in his capacity as Corporate
Secretary) and Mary Ann Frantz (in her capacity as Assistant Secretary) ceased
to serve in their respective positions for the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Pursuant to the Merger Agreement, at the Effective Time, the articles of
incorporation of the Company were amended and restated in their entirety (the
"Charter"). The Charter is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference. In addition, pursuant to the Merger
Agreement, at the Effective Time, the Company's bylaws, as in effect immediately
prior to the Effective Time, were amended and restated in their entirety to be
in the form of the bylaws of Merger Sub in effect immediately prior to the
Effective Time, except that references to Merger Sub's name were amended and
replaced with references to the Company's name. The bylaws are attached hereto
as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by
reference. The information set forth in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On September 30, 2020, the Company and ABC issued a joint press release
announcing the completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated November 11, 2019, among Craft
Brew Alliance, Inc., Anheuser-Busch Companies, LLC and Barrel
Subsidiary, Inc. (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K, filed on November 12, 2019, and incorporated herein by
3.1 Amended and Restated Certificate of Incorporation of Craft Brew
3.2 Amended and Restated Bylaws of Craft Brew Alliance, Inc.
99.1 Joint Press Release of Craft Brew Alliance, Inc. and Anheuser-Busch
Companies, LLC, dated as of September 30, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
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