Item 2.01 Completion of Acquisition or Disposition of Assets.
The Merger became effective at
In addition, at the Effective Time, by virtue of the Merger, (i) each outstanding option to purchase shares of Company Common Stock (each referred to as a "Leaf Group Option") issued under the Company's Amended and Restated 2010 Incentive Award Plan (the "Incentive Plan") was cancelled and converted into the right to receive an amount in cash equal to, net of applicable tax withholding, the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock underlying such Leaf Group Option, multiplied by (y) the total number of shares of Company Common Stock subject to such Leaf Group Option, (ii) each outstanding restricted stock unit of the Company (each, referred to as a "Leaf Group RSU") issued under the Incentive Plan that was vested immediately prior to the Effective Time or that became vested by its terms as a result of the Merger was cancelled and converted into the right to receive an amount (such amount is referred to as the "RSU Consideration") in cash equal to, net of applicable tax withholding, the Merger Consideration in respect of each share of Company Common Stock subject to such Leaf Group RSU, and (iii) each outstanding Leaf Group RSU that was not vested immediately prior to the Effective Time was cancelled and converted into the right to receive the RSU Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to such unvested awards to which such RSU Consideration relates.
All Leaf Group Options held by Company employees were already vested prior to the Effective Time according to their terms, and all Leaf Group Options held by the Company's non-employee directors that were not otherwise vested became automatically vested as of the Effective Time, pursuant to their terms. At the Effective Time, all Leaf Group Options with an exercise price equal to or greater than the Merger Consideration was cancelled for no consideration.
The total transaction value, including payment of the aggregate Merger
Consideration and other payments made or to be made in respect of
2
The Company's definitive proxy statement, filed with the
The foregoing description of the Merger and the Merger Agreement does not . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the closing of the Merger, the Company notified the
The Company intends to file a Form 15 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares 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 (except as described in Item 2.01) to receive the Merger Consideration).
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, a change of control of the Company occurred and Parent became the sole stockholder of the Company. Parent funded the acquisition through a combination of its own cash and cash on hand from the Company and its subsidiaries.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors
As of the Effective Time, in accordance with the Merger Agreement, each of
3 Officers
As of the Effective Time, in accordance with the Merger Agreement, the officers of the Company immediately prior to the Merger remained in their respective positions as officers of the Company.
In addition, immediately after the Effective Time, the Company's board of
directors appointed the following new officers of the Company:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, (i) the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Amended and Restated Certificate of Incorporation"), and (ii) the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Second Amended and Restated Bylaws"). The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. The Second Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 3, 2021 , by and among Graham Holdings Company,Pacifica Merger Sub, Inc. , andLeaf Group Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onApril 5, 2021 ). Amended and Restated Certificate of Incorporation ofLeaf Group Ltd. 3.1 3.2 Second Amended and Restated Bylaws ofLeaf Group Ltd. 99.1 Press release, datedJune 14, 2021 . Cover Page Interactive Data File (formatted as Inline XBRL with 104 applicable taxonomy extension information contained in Exhibits 101). 4
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