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OFFON

CRAFT BREW ALLIANCE, INC.

(BREW)
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CRAFT BREW ALLIANCE, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

09/30/2020 | 05:21pm EDT

Item 1.02. Termination of a Material Definitive Agreement.




Credit 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.



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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 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
            Officers.



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 served.

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

            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 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.



                                       4

Item 9.01. Financial Statements and Exhibits.





(d)      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
              reference).
  3.1           Amended and Restated Certificate of Incorporation of Craft Brew
              Alliance, Inc.
  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
              Inline XBRL




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