Item 1.01. Entry into a Material Definitive Agreement
Credit Agreement
On
The Term Loan will mature on
Borrowings under the Term Loan bear interest at a rate per annum equal to the greater of (a) 30-day average SOFR and (b) one-half percent (0.50%) per annum, in either case, plus the applicable margin of eight percent (8.00%) per annum ("Interest"). For the first twelve (12) months after the closing date, the Company will have the option to accrue up to one-half percent (0.50%) of the Interest as a payable in kind.
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The Credit Agreement contains representations and warranties, covenants and events of default customary for agreements of this type.
Supplemental Indenture for Convertible Notes
In connection with the consummation of the Merger, the Company and
The Second Supplemental Indenture provides that, from and after the effective
time of the Merger (the "Effective Time"), the right to convert each
Item 1.02. Termination of Material Definitive Agreement
In connection with the closing of the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), each issued and outstanding Share (other than Shares held by the Company, Parent, Purchaser, any direct or indirect wholly owned subsidiary of Parent or Purchaser, or by stockholders of the Company who have perfected their statutory rights of appraisal under the DGCL) was converted into the right to receive the Offer Price from Purchaser.
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In addition, at the Effective Time, each option to purchase Shares with an exercise price lower than the Offer Price, each Company restricted stock unit, and each Company performance service unit that vests solely based on the holder's continued employment or service, in each case whether or not vested, was cancelled and converted into the right to receive the Offer Price (less any applicable exercise price from the Cash Consideration in the case of options) for each Share subject to such award, pursuant to the terms set forth in the Merger Agreement. Each option to purchase Shares with an exercise price greater than or equal to the Offer Price was cancelled with no consideration payable. Each performance stock unit vested based on achievement of the specified performance in accordance with the terms and conditions of the award, with the unvested portion of each such award cancelled with no consideration payable.
The foregoing summary of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to
the Current Report on Form 8-K filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K 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.
In connection with the consummation of the Merger, on
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Share held, pursuant to the Merger Agreement).
Item 5.01 Change in Control of Registrant.
At the Effective Time, the Company became a wholly-owned subsidiary of Parent.
Parent obtained the funds necessary to fund the acquisition through (i) equity
commitments entered into with each of
The information contained in the Introductory Note and in Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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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. Directors
In accordance with the Merger Agreement, at the Effective Time, each of the
directors of the Company (
As of the Effective Time, in accordance with the Merger Agreement,
Officers
As of the Effective Time, in accordance with the Merger Agreement, the executive officers of the Company immediately prior to the Merger remained in their respective positions as the executive officers of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's amended and restated certificate of incorporation was amended and restated in its entirety as set forth on Annex III to the Merger Agreement (the "Amended and Restated Certificate of Incorporation"), and the Company's amended and restated bylaws were amended and restated in their entirety as set forth on Annex IV to the Merger Agreement (the "Amended and Restated Bylaws").
Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJune 23, 2022 , by and among the Company,Ginger Acquisition, Inc. , andGinger Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJune 23, 2022 ) 3.1 Amended and Restated Certificate of Incorporation of the Company (filed herewith) 3.2 Amended and Restated Bylaws of the Company (filed herewith) 10.1 Second Supplemental Indenture, datedAugust 15, 2022 , by and betweenRadius Health, Inc. andWilmington Trust, National Association , as trustee (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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