Item 1.01. Entry into a Material Definitive Agreement
On June 23, 2022, Kaseya Inc., as borrower (the "Borrower"), Parent, the Company
and certain of the Borrower's other subsidiaries, as guarantors, entered into
that certain Credit Agreement with Golub Capital Markets LLC, as administrative
agent, collateral agent and a letter of credit issuer, the lenders from time to
time party thereto and the other parties from time to time party thereto (the
"Credit Agreement"), in connection with the Merger providing for, subject to the
terms and conditions therein, (i) a senior secured initial term loan facility on
the Closing Date in an aggregate principal amount of $3,300,000,000, (ii) a
senior secured revolving facility in an aggregate principal amount of
$200,000,000 and (iii) a senior secured delayed draw term loan facility in an
aggregate principal amount of $200,000,000. The obligations under the Credit
Agreement are secured on a first priority basis by substantially all assets of
the Borrower and guarantors (subject to certain exclusions and exceptions). The
Credit Agreement includes representations and warranties, covenants, events of
default and other provisions that are customary for facilities of this type.
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report is
incorporated herein by reference.
Concurrently with the closing of the Merger, the Company repaid all loans and
terminated all credit commitments and security agreements outstanding under the
Credit Agreement, dated as of October 23, 2020, by and among the Company, as
borrower, Merritt Holdco, Inc., as a guarantor, the other loan guarantors from
time to time party thereto, the lenders from time to time party thereto and
Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral
Agent.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02
and 5.03 of this Current Report is incorporated herein by reference.
Upon the effective time of the Merger (the "Effective Time"), each share of
common stock, par value $0.001 per share, of the Company (the "Company Common
Stock") that was issued and outstanding as of immediately prior to the Effective
Time (other than any shares of Company Common Stock that were held by the
Company as treasury stock or owned by Parent, Merger Sub or any other
subsidiaries thereof, or any shares of Company Common Stock as to which
appraisal rights have been properly exercised in accordance with Delaware law),
were automatically cancelled, extinguished and converted into the right to
receive $35.50, without interest thereon.
Pursuant to the Merger Agreement, at the Effective Time:
Each Company stock option that was unexpired, unexercised, outstanding and
vested immediately prior to the Effective Time or that vested in accordance with
its terms as a result of the consummation of the Merger and the other
transactions contemplated by the Merger Agreement (the "Transactions") (a
"Vested Company Option") was, at the Effective Time, cancelled and converted
into the right to receive an amount in cash (without interest and subject to
applicable withholding taxes) equal to the product of (i) the number of shares
of Company Common Stock subject to such Vested Company Option as of immediately
prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per
share exercise price of such Vested Company Option.
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Each Company stock option that was unexpired, unexercised and outstanding as of
immediately prior to the Effective Time that was not a Vested Company Option (an
"Unvested Company Option") was, at the Effective Time, cancelled and replaced
with a right to receive an amount in cash (without interest and subject to
applicable withholding taxes) equal to the product of (i) the aggregate number
of shares of Company Common Stock subject to such Unvested Company Option and
(ii) the excess, if any, of $35.50 over the per share exercise price of such
Unvested Company Option (the "Cash Replacement Option Amounts"), which Cash
Replacement Option Amounts will, subject to the holder's continued service
through the applicable vesting dates, generally vest and be payable at the same
time as the Unvested Company Options for which the Cash Replacement Option
Amounts were exchanged and based on the same terms and conditions (including
with respect to vesting) as applied to the Unvested Company Option for which the
Cash Replacement Option Amount was exchanged.
Each Unvested Company Option or Vested Company Option with an exercise price per
share equal to or greater than $35.50 was cancelled automatically at the
Effective Time for no consideration.
Each award of restricted stock units ("RSUs") of the Company that was
outstanding immediately prior to the Effective Time or that vested in accordance
with its terms as a result of the consummation of the Transactions (a "Vested
Company RSU") was, at the Effective Time, cancelled and converted into the right
to receive an amount in cash (without interest and subject to applicable
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report is incorporated
by reference into this Item 2.03.
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 is incorporated
by reference into this Item 3.01.
On June 23, 2022, the Company notified the New York Stock Exchange ("NYSE") that
the Merger had been completed, and requested that NYSE suspend trading of the
Company Common Stock on NYSE prior to the opening of trading on June 23, 2022.
The Company also requested that NYSE file with the SEC a notification of removal
from listing and registration on Form 25 to effect the delisting of all shares
of Common Stock from NYSE and the deregistration of such Company Common Stock
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). As a result, the Company Common Stock will no longer be listed
on NYSE.
In addition, the Company intends to file a certification on Form 15 with the SEC
requesting the termination of registration of the shares of Common Stock under
Section 12(g) of the Exchange Act and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act with respect to the
shares of Common Stock.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01
and 5.03 of this Current Report is incorporated by reference into this Item
3.03.
Item 5.01. Changes in Control of Registrant.
The information contained in the Introductory Note and Items 3.01, 3.03, 5.02
and 5.03 of this Current Report is incorporated herein by reference.
As a result of the consummation of the Merger on June 23, 2022, a change in
control of the Company occurred. At the Effective Time, the Company became a
wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The information set forth in the Introductory Note of this Current Report is
incorporated herein by reference.
In accordance with the terms of the Merger Agreement, (i) each of David Breach,
Marc Brown, Adrian Dillon, Jack Dillon, Christine Larsen, Christina Lema, Austin
McChord, Maneet S. Saroya, John Stalder, Nadeem Syed and Timothy Weller resigned
from his or her respective position as a member of the Company's Board of
Directors, and any committee thereof and (ii) Ernest D'Ambrose and Kathy Wagner
became directors of the Company, in each case, effective as of the Effective
Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report is incorporated by reference into this Item 5.03.
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Pursuant to the Merger Agreement, at the Effective Time, 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 to be in
the form of the Certificate of Incorporation of the Company attached as Exhibit
A to the Merger Agreement (the "Certificate of Incorporation"). In addition, at
the Effective Time, the Amended and Restated Bylaws of the Company, as in effect
immediately prior to the Effective Time, were amended and restated in their
entirety to be in the form of the Bylaws of Merger Sub as in effect immediately
prior to the Effective Time (the "Bylaws"). Copies of the Certificate of
Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current
Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger, by and among Datto Holding Corp.,
Knockout Parent Inc. and Knockout Merger Sub Inc., and, for limited
purposes set forth therein, Kaseya Holdings Inc. and Kaseya Inc. dated
April 11, 2022.*
3.1 Amended and Restated Certificate of Incorporation of Datto Holding
Corp.
3.2 Amended and Restated Bylaws of Datto Holding Corp.
104 Cover Page Interactive Data file (embedded within the Inline XBRL
document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The Company hereby agrees to furnish
supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
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