ELEVATE CREDIT, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Pursuant to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each of the Company's
issued and outstanding shares of common stock, par value
Pursuant to the Merger Agreement, except as described below with respect to Rolled Company RSU Awards, each outstanding restricted stock unit ("RSU") and each outstanding option to purchase shares of Common Stock granted by the Company (each, an "option") was cancelled and converted into the right to receive cash in an amount (the "Award Consideration") equal to the product of (1) the Merger Consideration (in the case of any option, less the exercise price per share applicable to such option) multiplied by (2) the number of shares of Common Stock subject to such RSU or option. Since all outstanding options had an exercise price per share equal to or greater than the Merger Consideration at the Effective Time, all outstanding options were cancelled at the Effective Time without any cash payment or other consideration made.
In connection with the Merger, certain members of management rolled over a specified number of their outstanding shares of Common Stock (the "Rollover Shares") and/or RSUs ("Rolled Company RSU Awards") into equity of Parent. In particular, (1) the Rollover Shares were not converted into the right to receive the Merger Consideration, but instead were contributed to Parent immediately prior to the Effective Time in exchange for Parent equity, pursuant to a rollover and contribution agreement, the form of which is attached hereto as Exhibit 10.1 (the "Rollover Agreement"), and (2) the Rolled Company RSU Awards were not converted into the right to receive the Award Consideration, but instead were replaced with awards granted by Parent under its long term incentive plan, pursuant to restrictive stock unit rollover agreements entered into between holders of the Rolled Company RSU Awards and Parent. Members of Company management rolled over 156,355 shares of common stock beneficially owned, as well as 2,070,992 outstanding RSU awards at the Effective Time.
The total cash consideration paid to equityholders of the Company pursuant to
the Merger Agreement was approximately
The foregoing description of the Merger, the Merger Agreement and the Rollover Agreement and the related transactions contemplated thereby, do not purport to be complete and is subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Rollover Agreement, which are filed as Exhibit 2.1 and 10.1 hereto and are incorporated herein by reference.
A copy of the press release issued by the Company on the Closing Date announcing the completion of the Merger is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.01.
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in 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 Company
notified the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under 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 in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement (and not because of any disagreement with the Company), each of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Effective Time, the Company's Second Amended and Restated Certificate of Incorporation was amended and restated in its entirety in accordance with the terms of the Merger Agreement.
A copy of the Third Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
2.1* Agreement and Plan of Merger, dated as of November 16, 2022, by and
among Elevate Credit, Inc., PCAM Acquisition Corp., and PCAM Merger
Sub Corp. (Incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company on November 16, 2022).
3.1 Third Amended and Restated Certificate of Incorporation of Elevate
Credit, Inc.
10.1* Form of Rollover and Contribution Agreement (Incorporated herein
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
by the Company on November 16, 2022).
99.1 Press Release of Elevate Credit, Inc. dated February 28, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to these exhibits
have been omitted and
copy of any such omitted schedules to the
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