Item 1.01. Entry into a Material Definitive Agreement.
On
The Credit Agreement provides for a term loan facility in an aggregate principal
amount of
The Credit Agreement contains a total leverage financial covenant and also contains customary affirmative covenants for a transaction of this nature, including, among other things, covenants relating to (i) maintenance of adequate financial and accounting books and records, (ii) delivery of financial statements and other information, (iii) preservation of existence of Borrower and subsidiaries, (iv) payment of taxes and claims, (v) compliance with laws, (vi) maintenance of insurance, (vii) use of proceeds, (viii) maintenance of properties, and (xi) conduct of business.
The Credit Agreement also contains customary negative covenants for a transaction of this nature, including, among other things, covenants relating to (i) debt, (ii) liens, (iii) investments, (iv) negative pledges, (v) dividends and restricted junior debt payments, (vi) restriction on fundamental changes, (vii) sale of assets, (viii) transactions with affiliates, (ix) restrictive agreements, and (x) changes in fiscal year. The Credit Agreement also contains various customary events of default (subject to certain grace periods, to the extent applicable)
The above description of the Credit Agreement does not purport to be complete.
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 and 5.02 of this Current Report is incorporated herein by reference.
On
At the effective time of the Merger (the "Effective Time"), (1) each issued and
outstanding share of Class A common stock, par value
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Consideration"), and (2) each issued and outstanding share of Class B common
stock, par value
Pursuant to the Merger Agreement, at the Effective Time, (1) each outstanding stock option to purchase a Class A Share fully vested and was converted into the right to receive the excess, if any, of the Merger Consideration over the per share exercise price of such stock option, (2) each outstanding restricted Class A Share held by a non-employee director fully vested and the holder thereof became entitled to receive the Merger Consideration, (3) each other outstanding restricted Class A Share was converted into an economically equivalent award in the surviving company on substantially the same terms and conditions as such restricted share, (4) each outstanding phantom share corresponding to a Class A Share was converted into a phantom share of the surviving company corresponding to its Class B units, with the same economic value and substantially the same terms and conditions as such phantom share, and (5) each outstanding deferred stock unit corresponding to a Class A Share held by a non-employee director vested (to the extent unvested) and was converted into the right to receive the Merger Consideration, with settlement to occur in accordance with the original election of such director.
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 and 3.01 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
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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 connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, at the Effective Time, (1) the managing member of Merger Sub immediately prior to the Effective Time became the managing member of the surviving company, and (2) the officers of the Company immediately prior to the Effective Time became the officers of the surviving company.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as ofJuly 26, 2022 , by and amongPzena Investment Management, Inc. ,Pzena Investment Management, LLC andPanda Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onJuly 28, 2022 ).* 99.1 Press Release, dated as ofOctober 31, 2022 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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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Pzena Investment Management, Inc. Date: October 31, 2022 By: /s/ Richard S. Pzena Name: Richard S. Pzena Title: Chief Executive Officer
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