Item 1.01. Entry into a Material Definitive Agreement.
On
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Concurrently with the closing of the Merger, the Company repaid all loans and
terminated all revolving credit commitments outstanding under the Amended and
Restated Credit Agreement, dated as of
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Item 2.01. Completion of Acquisition or Disposition of Assets.
Completion of the Merger
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
The description of the Merger and the Merger Agreement 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 Merger Agreement, which was filed as Exhibit 2.1 to
the Current Report on Form 8-K filed by the Company with the
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
In addition, the Company intends to file a certification on Form 15 with the
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. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and 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 Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
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Directors
Effective upon completion of the Merger on
Officers
The officers of the Company immediately prior to the Effective Time continued as officers of the Company.
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 is incorporated by reference into this Item 5.03.
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, remained in effect as the certificate of incorporation of the Company. 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 Subsidiary as in effect immediately prior to the Effective Time (the "Bylaws"). A copy of the Bylaws is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Item 8.01 Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as ofNovember 5, 2021 , by and amongMcAfee Corp. ,Condor BidCo, Inc. andCondor Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onNovember 8, 2021 ). 3.1 Amended and Restated Bylaws ofMcAfee Corp. 99.1 Press Release, datedMarch 1, 2022 . 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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