Item 1.01. Entry into 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, on
As a result of the Merger, and pursuant to the Supplemental Indenture, the Convertible Notes are no longer convertible into shares of common stock of the Company. Instead, subject to the terms and conditions of the Indenture, the Convertible Notes will be convertible into an amount of cash based on the per share merger consideration payable pursuant to the Merger Agreement, pursuant to the "Reference Property" provisions in the Indenture. This Current Report on Form 8-K does not constitute an offer or solicitation with respect to any securities.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and incorporated by reference herein.
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 terminated all
commitments outstanding under the Fourth Amended and Restated Credit Agreement,
dated as of
Concurrently with the closing of the Merger, the Company also terminated all
commitments outstanding under the Receivables Purchase Agreement, dated as of
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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.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, restricted stock awards became fully vested and were
treated as outstanding shares of Company Common Stock, and performance share
units ("PSUs") scheduled to vest on or before
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
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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 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.
In accordance with the terms of the Merger Agreement, all directors of the Company prior to the Effective Time ceased to be directors of the Company effective as of the Effective Time. No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company, effective as of the Effective Time.
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 Articles of Incorporation 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 Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (the "Articles of Incorporation"). In addition, at the Effective Time, the Amended and Restated By-laws 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofFebruary 21, 2022 , by and amongMeritor, Inc. , Cummins Inc. andRose NewCo Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onFebruary 22, 2022 ).* 3.1 Amended and Restated Certificate of Incorporation ofMeritor, Inc. 3.2 Amended and Restated Bylaws ofMeritor, Inc. 4.1 First Supplemental Indenture, datedAugust 3, 2022 , betweenMeritor, Inc. andU.S. Bank Trust Company, National Association , as trustee 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
*The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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