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 Effective Time, the Company terminated all commitments
outstanding under that certain Credit Agreement, dated
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, each share of common stock, par value
At the Effective Time, (i) each restricted Share that was outstanding
immediately prior to the Effective Time became fully vested and was converted
into the right to receive an amount in cash equal to the Merger Consideration,
payable shortly following Closing, and (ii) for each Company performance share
award that was outstanding immediately prior to the Effective Time, other than
those held by
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In connection with the Closing,
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 an indirect wholly owned subsidiary of Parent.
Parent is a joint venture formed between
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
In accordance with the terms of the Merger Agreement, at the Effective Time,
each of
Officers
Effective as of the Effective Time, the officers of the Company as of 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 By-Laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). A copy of the Amended Restated Bylaws of the Company is filed as Exhibits 3.1 to this Current Report, respectively, 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 ofAugust 8, 2021 , by and amongSanderson Farms, Inc. ,Walnut Sycamore Holdings LLC ,Sycamore Merger Sub LLC and solely for purposes of certain provisions specified therein,Wayne Farms LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onAugust 9, 2021 ). 3.1 Amended and Restated Bylaws ofSanderson Farms, Inc. 99.1 Press Release, datedJuly 22, 2022 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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