SUMO LOGIC, 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.
New Credit Agreement
On the Closing Date, Parent, as the borrower, entered into that certain Credit
Agreement, among
Item 1.02 Termination of a Material Definitive Agreement.
Concurrently with the closing of the Merger, the Company paid all outstanding
fees and expenses and terminated all credit commitments outstanding under that
certain Amended and Restated Loan and Security Agreement, dated as of
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.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"):
(i) each share of common stock of the Company, par value
"Common Stock"), issued and outstanding as of immediately prior to the
Effective Time (other than shares of Common Stock (A) held by the Company as
treasury stock; (B) owned by Parent or Merger Sub; or (C) owned by any direct
or indirect wholly owned Subsidiary of Parent or Merger Sub as of immediately
prior to the Effective Time (which were cancelled without payment of any
consideration) and (B) shares of Common Stock for which dissenters' rights
have been properly exercised and not withdrawn) was automatically converted
into the right to receive cash in an amount equal to $12.05 , without interest
thereon (the "Per Share Price");
(ii) each share of Common Stock that was subject to vesting, repurchase or other
lapse restriction ("Company Restricted Stock") and that was outstanding as
of immediately prior to the Effective Time vested in full and was
automatically cancelled and converted into the right to receive the Per
Share Price, less any applicable withholding taxes;
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(iii) each restricted stock unit award that was not subject to any
performance-based vesting conditions (each, a "Company RSU") and that was
outstanding and vested as of immediately prior to the Effective Time (but
not yet settled) or that vested as a result of the consummation of the
Merger (each, a "Vested Company RSU") was automatically cancelled and
converted into the right to receive an amount in cash (without interest)
equal to (A) the total number of shares of Common Stock subject to such
Vested Company RSU, multiplied by (B) the Per Share Price, less applicable
withholding taxes;
(iv) each Company RSU that was not a Vested Company RSU (each, an "Unvested
Company RSU") and that was outstanding as of immediately prior to the
Effective Time was automatically cancelled and converted into a cash award
with respect to an amount equal to (A) the total number of shares of Common
Stock subject to such Unvested Company RSU, multiplied by (B) the Per Share
Price, less any applicable withholding taxes, which cash award will continue
to have, and will be subject to, the same vesting terms and conditions as
applied to the corresponding Unvested Company RSU immediately prior to the
Effective Time;
(v) each restricted stock unit award that was subject to any performance-based
vesting conditions (each, a "Company PSU") and that was outstanding and fully . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth 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.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company notified
The Common Stock ceased trading on the Nasdaq effective prior to the opening of
trading on
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 on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 hereof) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the
Company became a wholly owned subsidiary of Parent. The total amount of
consideration payable to the Company's equityholders in connection with the
Merger was approximately
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Immediately following completion of the Merger,
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Immediately following completion of the Merger,
In addition, immediately following completion of the Merger,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedFebruary 9, 2023 , by and amongSumo Logic, Inc. ,Serrano Parent, LLC , andSerrano Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onFebruary 9, 2023 )* 3.1 Amended and Restated Certificate of Incorporation ofSumo Logic, Inc. 3.2 Amended and Restated Bylaws ofSumo Logic, Inc. 99.1 Press Release, dated as ofMay 12, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to the Agreement and Plan of Merger have been
omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.
Registrant will furnish copies of such schedules to the Securities and Exchange
Commission upon request by the Commission.
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