EL PASO ELECTRIC COMPANY Item 2.01. Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions
contemplated by the Merger Agreement do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the full text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On the Closing Date, in connection with the closing of the Merger (the
"Closing"), the Company notified the
Promptly following the effectiveness of the Form 25, the Company expects to file
a Form 15 with the
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 3.01 and 5.03 is incorporated by reference in this Item 3.03.
In connection with the Merger and at the Effective Time, holders of Company common stock immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
In connection with the Merger and at the Effective Time, a change of control of
the Company occurred and Merger Sub has been merged with and into the Company,
with the Company continuing as the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement, and effective as of the
Effective Time, the directors of Merger Sub as of immediately prior to the
Effective Time became the directors of the board of directors of the
At the Effective Time, the officers of the Company as of immediately prior to
the Effective Time continued as the officers of the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the certificate of formation of the
At the Effective Time, the bylaws of the
Item 8.01. Other Events.
On
In addition, on the Closing Date, the Company issued a press release announcing the Closing, a copy of which is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 1, 2019 , by and amongEl Paso Electric Company ,Sun Jupiter Holdings LLC andSun Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onJune 3, 2019 ) 3.1 Restated Certificate of Formation ofEl Paso Electric Company , effective as ofJuly 29, 2020 3.2 Amended and Restated Bylaws ofEl Paso Electric Company , effective as ofJuly 29, 2020 99.1 Press Release issued byEl Paso Electric Company onJuly 28, 2020 99.2 Joint Press Release issued byEl Paso Electric Company and TheInfrastructure Investments Fund onJuly 29, 2020 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
* The schedules and exhibits to the Agreement and Plan of Merger have been
omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
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