Item 1.02 Termination of a Material Definitive Agreement.
On October 5, 2021, in connection with the transactions contemplated by the
Merger Agreement, Stamps.com terminated the credit agreement made and entered
into as of November 18, 2015, as amended by the Amended and Restated Credit
Agreement, dated as of June 29, 2020, by and among Stamps.com, Wells Fargo Bank,
National Association ("Wells Fargo"), JPMorgan Chase Bank, N.A., and Bank of
America, N.A., the lenders from time to time party thereto (each a "Lender" and
collectively, the "Lenders"), and Wells Fargo as administrative agent for the
Lenders, and all outstanding obligations and security interests thereunder,
including those set forth in the Collateral Agreement, dated as of November 18,
2015, as amended by the Reaffirmation and Amendment Agreement, dated as of June
29, 2020, by and among Stamps.com, Lenders and Wells Fargo as administrative
agent for the Lenders.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 5, 2021, pursuant to the terms of the Merger Agreement and in
accordance with Section 251(h) of the Delaware General Corporation Law, Merger
Sub merged with and into Stamps.com (the "Merger") with Stamps.com continuing as
the surviving corporation and an indirect wholly owned subsidiary of Parent (the
"Surviving Corporation"). In the Merger, each share of common stock of
Stamps.com ("Common Stock") that was issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") (other than shares of
Common Stock owned by Parent, Merger Sub, Stamps.com as treasury stock or any
direct or indirect wholly owned subsidiary of Parent or Stamps.com) was
automatically converted into the right to receive an amount of cash equal to
$330.00.
In addition, pursuant to the Merger Agreement, at the Effective Time, each (i)
option to purchase shares of Common Stock that was unexpired, unexercised, and
outstanding as of immediately prior to the Effective Time (the "Company
Options") and (ii) each Company RSU Award (as defined in the Merger Agreement)
that was unexpired, unsettled, and outstanding as of immediately prior to the
Effective Time was accelerated and became fully vested and exercisable effective
immediately prior to the Effective Time, and was cancelled and automatically
converted into the right to receive an amount in cash equal to the product of
(x) for the Company Options, the aggregate number of shares of Common Stock
subject to such Vested Company Option (as defined in the Merger Agreement),
multiplied by the excess, if any, of the Per Share Price over the applicable per
share exercise price under such Vested Company Option, subject to any required
withholding of Taxes, and (y) for each Company RSU Award, the aggregate number
of shares of Common Stock underlying the Company RSU Award, multiplied by the
Per Share Price, subject to any required withholding of taxes.
Merger Sub paid a total of approximately $6.7 billion in cash in the Merger,
without giving effect to related transaction fees and expenses, and funded the
payments required to complete the Merger with a combination of the proceeds of
equity financing provided by the Thoma Bravo Fund XIV, L.P., co-investors and
debt financing sources.
The foregoing descriptions of the Merger and the Merger Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text
of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
Stamps.com's Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the "SEC") on July 9, 2021, which is incorporated herein by
reference.
The information set forth in the Introductory Note above and in Item 5.01 and
Item 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On October 5, 2021, following the consummation of the Merger and prior to the
open of trading on October 5, 2021, Stamps.com notified the Nasdaq Global Select
Market ("Nasdaq") that the Merger had been consummated and requested that
Nasdaq suspend trading of the Stamps.com shares of Common Stock and that the
listing of the shares of Common Stock be withdrawn . In addition, Stamps.com
requested that Nasdaq file with the SEC a notification on Form 25 to report the
delisting of the shares of Common Stock from Nasdaq and to deregister the shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Stamps.com also intends to file with the SEC a certification on Form 15
requesting that Stamps.com's reporting obligations under Sections 13 and 15(d)
of the Exchange Act be terminated or suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01
and 5.03 is incorporated herein by reference.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 is incorporated
herein by reference.
As a result of the consummation of the Merger, there was a change in control of
Stamps.com, and Thoma Bravo, as the ultimate parent of Parent, acquired control
of Stamps.com and the Stamps.com stockholders immediately before the Effective
Time ceased to have any rights in Stamps.com as stockholders, other than their
right to receive the Merger Consideration.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, each of the following directors of Stamps.com,
Mohan P. Ananda, David C. Habiger, G. Bradford Jones, Katie May and Theodore R.
Samuels resigned as directors of the board of directors of Stamps.com (the
"Board") and from all committees of the Board on which such directors served,
effective as of the Effective Time. The officers of Stamps.com as of immediately
prior to the Effective Time will be the officers of the Surviving Corporation
until their successors are duly appointed.
In accordance with the terms of the Merger Agreement, the directors of Merger
Sub immediately prior to the Effective Time, which consisted of Ken McBride,
Jeff Carberry and Matthew Lipson, became the directors of Stamps.com immediately
after the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, in connection with the consummation of the Merger,
Stamps.com's certificate of incorporation and bylaws were amended and restated
in their entirety to be in the respective forms prescribed by the Merger
Agreement. A copy of each of the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws is attached hereto as Exhibit
3.1 and Exhibit 3.2, respectively, and is incorporated herein by reference.
The information set forth in Item 2.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 5, 2021, Thoma Bravo and Stamps.com issued a joint press release
announcing the completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1* Agreement and Plan of Merger, dated as of July 8, 2021, by and among the
Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1
to the Stamps.com Current Report on Form 8-K filed on July 9, 2021)
3.1 Amended and Restated Certificate of Incorporation of Stamps.com, Inc.,
dated as of October 5, 2021.
3.2 Amended and Restated Bylaws of Stamps.com, Inc.
99.1 Joint Press Release, dated October 5, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules omitted pursuant to Item 601 of Regulation S-K. The Company agrees
to furnish supplementally a copy of any omitted schedule to the SEC upon
request.
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