SAILPOINT TECHNOLOGIES HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On the Closing Date,
Pursuant to the terms of the Indenture, the Supplemental Indenture was required
to be entered into in connection with the consummation of the Merger. The
Supplemental Indenture provides that, from and after the effective time of the
Merger, for all conversions of the Notes, (i) the consideration due upon
conversion of each
The foregoing description of the Supplemental Indenture is not complete and is
qualified in its entirety by reference to the full text of the Indenture and the
Supplemental Indenture. A copy of the Indenture was filed as Exhibit 4.1 to the
Current Report on Form 8-K filed by the Company on
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Termination of Capped Call Transactions
On
In connection with the Merger,
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Termination of Credit Agreement
In connection with the Merger, the credit agreement among the Company,
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
At
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In addition, pursuant to the Merger Agreement, at the Effective Time:
• Each option to purchase shares of Common Stock that was vested and
outstanding as of immediately prior to the Effective Time was,
automatically and without any required action on the part of the holder
thereof, cancelled and converted into the right to receive an amount in
cash, without interest, equal to the product obtained by multiplying
(x) the excess, if any, of (A) the Per Share Merger Consideration over
(B) the per-share exercise price for such vested stock option, by (y) the
total number of shares of Common Stock underlying such vested stock
option, subject to applicable withholding taxes.
• Each option to purchase shares of Common Stock that was not vested and
outstanding as of immediately prior to the Effective Time was,
automatically and without any required action on the part of the holder
thereof, converted into the contingent right to receive an amount in
cash, without interest, equal to the product obtained by multiplying
(x) the excess, if any, of (A) the Per Share Merger Consideration over
(B) the per-share exercise price for such unvested stock option, by
(y) the total number of shares of Common Stock underlying such unvested
stock option, which resulting amount will, subject to certain exceptions,
vest and become payable at the same time as the unvested stock option
from which such resulting amount was converted would have vested and been
payable pursuant to its terms and will generally remain subject to the
same terms and conditions as were applicable to such awards immediately
prior to the Effective Time.
• Each restricted stock unit that was vested and outstanding as of
immediately prior to the Effective Time was, automatically and without
any required action on the part of the holder thereof, cancelled and
converted into the right to receive an amount in cash, without interest,
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of the Company's Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company's Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of 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 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, at 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 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the completion of the Merger and pursuant to the Merger
Agreement, upon the Effective Time,
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 10, 2022 , by and amongSailPoint Technologies Holdings, Inc. ,SailPoint Intermediate Holdings III, LP (f/k/aProject Hotel California Holdings, LP ), andProject Hotel California Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 toSailPoint Technologies Holdings, Inc.'s Current Report on Form 8-K, filedApril 11, 2022 ). 3.1 Amended and Restated Certificate of Incorporation. 3.2 Amended and Restated Bylaws. 4.1 First Supplemental Indenture, betweenSailPoint Technologies Holdings, Inc. andU.S. Bank National Association . 99.1 Press Release, datedAugust 16, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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