Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by Synacor, Inc. (the "Company")
on February 11, 2021, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") on February 10, 2021, with CLP SY Holding, LLC, a
Delaware limited liability company ("Parent"), and SY Merger Sub Corporation, a
Delaware corporation and an indirect wholly-owned subsidiary of Parent
("Purchaser").
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on March 3, 2021, Purchaser commenced a tender offer (the
"Offer") to acquire all of the issued and outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of the Company, at a price per Share
of $2.20, net to the seller thereof in cash, without interest thereon and
subject to any applicable withholding of taxes (the "Offer Price").
The Offer expired at 12:00 midnight, New York City time, on Tuesday, March 30,
2021. According to American Stock Transfer & Trust Company, LLC, the depositary
for the Offer, 29,423,436 Shares were validly tendered in accordance with the
terms of the Offer and "received" (as defined in Section 251(h)(6)(f) of the
General Corporation Law of the State of Delaware (the "DGCL")) and not validly
withdrawn, representing approximately 74% of the outstanding Shares. In
addition, 4,937,092 Shares were delivered through notices of guaranteed
delivery, representing approximately 12% of the Shares outstanding. The number
of Shares tendered satisfied the Minimum Condition (as defined in the Merger
Agreement). All conditions to the Offer having been satisfied or waived, Parent
and Purchaser accepted for payment all Shares validly tendered (and not validly
withdrawn) prior to the expiration of the Offer and made payment for such Shares
on April 1, 2021.
As a result of its acceptance of, and payment for, the Shares tendered in the
Offer, Purchaser acquired a sufficient number of Shares to complete the merger
of Purchaser with and into the Company (the "Merger"), without a vote of the
stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly,
following the consummation of the Offer, on April 1, 2021, Parent and Purchaser
effected the Merger pursuant to Section 251(h) of the DGCL. At the effective
time of the Merger, each outstanding Share (other than (a) Shares irrevocably
accepted for payment in the Offer, (b) Shares owned by Parent, Purchaser or the
Company or any direct or indirect wholly-owned subsidiary of Parent or the
Company, including all Shares held by the Company as treasury stock, or
(c) Shares that are owned by stockholders of the Company who are entitled to
exercise and properly exercise appraisal rights pursuant to Section 262 of the
DGCL with respect to such Shares) was converted into the right to receive an
amount in cash equal to the Offer Price, without interest, subject to any
withholding of taxes required by applicable law. At the effective time of the
Merger, the Company became an indirect wholly-owned subsidiary of Parent. As a
result, a change of control of the Company occurred.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Offer and the Merger, the Company
notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the
Merger and requested that Nasdaq file with the SEC a notification of removal
from listing and/or registration on Form 25 to effect the delisting of all
Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nasdaq
filed the Form 25 with the SEC on April 1, 2021 and trading of Shares was
suspended effective prior to the open of trading on April 1, 2021. In addition,
the Company intends to file a certification and notice of termination of
registration on Form 15 with the SEC requesting the termination of registration
of the Shares under Section 12(g) of the Exchange Act and the suspension of
reporting obligations under Section 13 and 15(d) of the Exchange Act with
respect to the Shares.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01. Changes in Control of Registrant.
The information set forth under Items 2.01, 5.02, 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 completion of the Merger, a change of control of the Company
occurred and the Company became an indirect, wholly-owned subsidiary of Parent.
Parent obtained the funds necessary to fund the acquisition through an equity
contribution of approximately $92 million from certain investment funds
affiliated with Centre Lane Partners V, L.P., a Delaware limited partnership.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Merger Agreement, at the effective time of the Merger,
each of Himesh Bhise, Elisabeth B. Donohue, Marwan Fawaz, Andrew Kau, Michael J.
Montgomery and Kevin Rendino resigned from the board of directors of the
Company. These resignations were in connection with the Merger and not as a
result of any disagreements between the Company and the resigning individuals on
any matters related to the Company's operations, policies, or practices.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, Kenneth Lau and Quinn Morgan, as directors of Purchaser as of
immediately prior to the effective time of the Merger, became the directors of
the Company.
Each officer of the Company immediately prior to the effective time of the
Merger will continue as an officer of the Company. The Company's directors also
elected Kenneth Lau as a new officer of the Company.
Information about Mr. Lau and Mr. Morgan is contained in the Offer to
Purchase, filed by Parent and Purchaser as Exhibit (a)(1)(A) to the Tender
Offer Statement on Schedule TO, originally filed with the SEC on March 3,
2021 , which information is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, on April 1, 2021, the Company's
certificate of incorporation and bylaws were each amended and restated in their
entirety. Copies of the amended and restated certificate of incorporation and
amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of February 10, 2021, by and
among Synacor, Inc., CLP SY Holding, LLC and SY Merger Sub Corporation
(incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the SEC on February 11, 2021).
3.1 Amended and Restated Certificate of Incorporation of Synacor, Inc.
3.2 Amended and Restated Bylaws of Synacor, Inc.
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company hereby undertakes to furnish copies of any of the
omitted schedules and exhibits upon request by the SEC.
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