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MarketScreener Homepage  >  Equities  >  Nasdaq  >  InnerWorkings, Inc.    INWK

INNERWORKINGS, INC.

(INWK)
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INNERWORKINGS 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)

10/01/2020 | 03:14pm EST

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the closing of the Merger, on October 1, 2020, all outstanding obligations under (i) that certain Loan and Security Agreement, dated as of July 16, 2019, by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as agent, collateral agent and security trustee for the lenders (the "ABL") and (ii) that certain Loan and Security Agreement, dated as of July 16, 2019, by and among the Company, and the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and TCW Asset Management Company LLC, as agent, collateral agent and security trustee for the lenders (the "Term Loan") were repaid, satisfied and discharged in full, and the ABL and the Term Loan and all commitments thereunder were terminated.

As of the effective time of the Merger (the "Effective Time"), the Company's 2006 Stock Incentive Plan (as amended and restated on September 6, 2018) and the Company's 2020 Omnibus Incentive Plan were terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2020, Parent completed its acquisition of the Company through the Merger pursuant to the terms and conditions of the Merger Agreement.

At the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $3.00 in cash, without interest thereon (the "Merger Consideration"), subject to any applicable withholding taxes, other than (a) shares of Company Common Stock that are held in the treasury of the Company or owned of record by the Company or any wholly owned subsidiary of the Company (other than those held on behalf of any third party), (b) shares owned of record by Parent or Sub or any of their respective wholly owned subsidiaries (other than those held on behalf of any third party) and (c) shares of Company Common Stock held by stockholders who did not vote in favor of or consent to the adoption of the Merger Agreement and who properly demanded appraisal of such shares and complied in all respects with all the provisions of the Delaware General Corporation Law, as amended, concerning the right of holders of shares to require appraisal of their shares.

The description of the Merger Agreement and the Merger contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission (the "SEC") on July 17, 2020, and is incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.


In connection with the completion of the Merger, the Company notified the Nasdaq Global Market (the "Nasdaq") on October 1, 2020 that, effective on that date, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the Merger Consideration. As a result, it is expected that all shares will be removed from trading on the Nasdaq following the close of trading on October 1, 2020. On October 1, 2020, the Surviving Corporation requested that the Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of Company Common Stock from the Nasdaq and the deregistration of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Surviving Corporation

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intends to file a Form 15 with the SEC requesting the termination of registration of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Company Common Stock.

Item 3.03. Material Modification to Rights of Security Holders.

Upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of holders of Company Common Stock to receive the Merger Consideration).

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Change in Control of Registrant.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Surviving Corporation became a wholly owned subsidiary of Parent.

The information set forth above under Item 2.01 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.


In connection with the Merger, each of the members of the board of directors of the Company ceased serving as the directors of the Company. Mike Perez, Robert MacMillan and Lee Humphreys became directors of the surviving corporation.

At the Effective Time, each officer of the Company ceased serving as an officer of the Company. Mike Perez was appointed as the Chief Executive Officer and President, and Lee Humphreys was appointed as the Vice President and Secretary of the surviving corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
           Year.


At the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.



Item 8.01. Other Events.


On October 1, 2020, the Company and Parent issued a joint press release in connection with the completion of the Merger. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit
Number       Description

 3.1           Third Amended and Restated Certificate of Incorporation of
             InnerWorkings, Inc.

 3.2           Third Amended and Restated ByLaws of InnerWorkings, Inc.

99.1           Press Release, dated October 1, 2020

104          The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL (included as Exhibit 101).

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