Item 1.02. Termination of a Material Definitive Agreement.
Credit Agreement
On
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
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.
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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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, and effective as of the Effective
Time,
In addition, immediately following the Effective Time,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, datedNovember 11, 2019 , amongCraft Brew Alliance, Inc. ,Anheuser-Busch Companies, LLC andBarrel Subsidiary, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed onNovember 12, 2019 , and incorporated herein by reference). 3.1 Amended and Restated Certificate of Incorporation ofCraft Brew Alliance, Inc. 3.2 Amended and Restated Bylaws ofCraft Brew Alliance, Inc. 99.1 Joint Press Release ofCraft Brew Alliance, Inc. andAnheuser-Busch Companies, LLC , dated as ofSeptember 30, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 5
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