Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Mergers, on
In connection with the consummation of the Mergers, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, on
As of the effective time of the Holdings Merger (the "Holdings Merger Effective
Time"), subject to the terms and conditions set forth in the Merger Agreement,
(i) each common unit of
As of the effective time of the Company Merger (the "Company Merger Effective
Time"), subject to the terms and conditions set forth in the Merger Agreement,
each share of Class A common stock, par value
2
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Each option to purchase shares of GreenSky Common Stock (a "GreenSky Stock Option") outstanding immediately prior to the Company Merger Effective Time, whether vested or unvested, was canceled and converted into a right to receive a lump-sum cash payment, without interest, equal to the product of (i) the number of shares of GreenSky Common Stock subject to such GreenSky Stock Option immediately prior to the Company Merger Effective Time and (ii) the excess, if any, of (A) the Merger Consideration Value (as defined below) (or, if such GreenSky Stock Option was subject to a cap on the value received upon the exercise of the GreenSky Stock Option, the amount of such cap, if less than the Merger Consideration Value) over (B) the per share exercise price of such GreenSky Stock Option, subject to reduction for applicable withholding taxes. Any GreenSky Stock Option with a per share exercise price equal to or greater . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Mergers, GreenSky requested that
NASDAQ suspend trading of the GreenSky Class A Common Stock at the close of
market trading on the Closing Date and file with the
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, 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.
As a result of the consummation of the Company Merger, a change of control of
the registrant occurred and GreenSky merged with and into Merger Sub 1, with
Merger Sub 1 surviving the Company Merger as a wholly owned subsidiary of
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, as of the Company Merger Effective Time, GreenSky ceased to exist, and by operation of the Company Merger, all members of the board of directors of GreenSky ceased to be directors of GreenSky and each executive officer of GreenSky listed below ceased to hold the positions indicated beside such executive officer's name:
•David Zalik Chief Executive Officer and Chairman of Board of Directors 3
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•Gerald Benjamin Chief Administrative Officer, Vice Chairman and Director •Tim Kaliban President &Chief Risk Officer •Andrew Kang Executive Vice President and Chief Financial Officer •Ritesh Gupta Chief Operating Officer •Angela Nagy Chief Accounting Officer
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the Merger Agreement, as of the Company Merger Effective Time,
GreenSky ceased to exist and
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report.
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