SWITCH, INC. Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Agreement
In connection with the consummation of the Mergers, on
Simultaneously with the execution of the Revolving Credit Agreement,
The Revolving Credit Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on voluntary prepayments of indebtedness, fundamental changes, transactions with affiliates and dispositions.
Borrowings under the Revolving Credit Agreement are available as alternate base rate ("ABR") or term SOFR borrowings ("Term SOFR"). ABR borrowings under the Revolving Credit Agreement accrue interest at an alternate base rate plus an applicable rate, and Term SOFR borrowings accrue interest at a term SOFR rate plus an applicable rate. With respect to any revolving borrowing, the applicable rate is 2.00% per annum in the case of an ABR borrowing and 3.00% per annum
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in the case of a Term SOFR borrowing (subject to a Term SOFR floor of 0.00%), each subject to one 25 basis point step-down based on achievement of a certain loan-to-value ratio, and an additional 25 basis point step-down following the consummation of a qualified initial public offering.
The Revolver has a variable commitment fee, which is based on the average daily undrawn portion of commitments in respect of the Revolver and ranges from 0.25% to 0.50% per annum based on utilization of the Revolver. Additionally, the . . .
Item 1.02 Termination of a Material Definitive Agreement.
Credit Agreement
In connection with the completion of the Mergers, on
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approximately
Tax Receivable Agreement
As previously disclosed in the Current Report on Form 8-K filed with the
The foregoing description of the TRA Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the TRA
Amendment, which was filed as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company with the
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The information set forth under the "Introductory Note" above is incorporated by
reference into this Item 2.01. The description of the Mergers and the Merger
Agreement in the "Introductory Note" does not purport to be complete and is
qualified in its entirety by reference to the full text of 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 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 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.
On
Additionally, the Company, as the surviving entity in the Merger, intends to
file with the
The information set forth in the "Introductory Note" and Item 2.01 is incorporated by reference into this Item 3.01.
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 is incorporated by reference into this Item 3.03.
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In connection with the completion of the Mergers, at the Effective Time,
(i) each outstanding share of the Company Class A Common Stock issued and
outstanding immediately prior to the Effective Time (except as described in the
"Introductory Note") was converted into the right to receive the Merger
Consideration pursuant to the Merger Agreement as described in the "Introductory
Note", and the holders of such Company Class A Common Stock ceased to have any
rights as stockholders of the Company, other than the right to receive the
Merger Consideration, and (ii) each share of Company Class B Common Stock issued
and outstanding immediately prior to the Effective Time was cancelled and ceased
to exist, and each holder of Company Class B Common Stock ceased to have any
rights with respect thereto, including as stockholders of the Company, subject
to the right of the holder of any related
Item 5.01. Changes in Control of Registrant.
As a result of the completion of the Mergers, a change of control of the Company occurred and Parent became the sole stockholder of the Company. The information set forth in the "Introductory Note" and Items 2.01, 3.03, 5.02 and 5.03 is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The information set forth in the "Introductory Note" and Item 2.01 is incorporated by reference into this Item 5.02.
In connection with the completion of the Mergers, at the Effective Time, each
member of the board of directors of the Company (the "Board") submitted his or
her resignation from the Board and from all committees of the Board on which
such directors served, other than Rob Roy. The members of the Board immediately
prior to the Effective Time were Rob Roy,
Effective as of the Effective Time, Rob Roy,
As of the Effective Time, the officers of the Company immediately prior to the Effective Time of the Merger remained in their respective positions as the 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 is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Second Amended and Restated Articles of Incorporation"). The Second Amended and Restated Articles of Incorporation are filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
In addition, as of the Effective Time, in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Second Amended and Restated Bylaws"). The Second Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item 8.01. Other Events. Press Release
On
Redemption of 3.75% Senior Notes due 2028 and 4.125% Senior Notes due 2029
In connection with the Mergers, on
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMay 11, 2022 , by and amongSwitch, Inc. ,Switch, Ltd. ,Sunshine Bidco Inc. ,Sunshine Merger Sub, Ltd. , andSunshine Parent Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onMay 11, 2022 )* 3.1 Second Amended and Restated Articles of Incorporation ofSwitch, Inc. 3.2 Second Amended and Restated Bylaws ofSwitch, Inc. 10.1 Sixth Amended and Restated Operating Agreement ofSwitch, Ltd. 10.2 Tax Receivable Agreement Amendment No. 1, datedMay 11, 2022 , by and amongSwitch, Inc. ,Switch, Ltd. and the members ofSwitch, Ltd. party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed onMay 11, 2022 )* 99.1 Press release, datedDecember 6, 2022 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) of Regulation S-K.
copies of any such schedules to the
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