Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Credit Agreement
At the Closing, Apria repaid in full (except for existing contingent
reimbursement obligations under certain existing letters of credit which were
rolled into Owens & Minor's existing revolving credit facility) all indebtedness
and other amounts outstanding under that certain Credit Agreement, dated as of
June 21, 2019 (and as thereafter amended or supplemented, the "Credit
Agreement"), by and among Apria Holdco LLC, a Delaware limited liability
company, Apria Healthcare Group LLC, a Delaware limited liability company, as
the borrower, the guarantors party thereto from time to time, the lenders and
letter of credit issuers party thereto from time to time and Citizens Bank,
N.A., as Administrative Agent and Collateral Agent, and terminated the Credit
Agreement. In connection with the termination of the Credit Agreement, all other
related loan documents terminated and all liens and encumbrances granted by
Apria and its subsidiaries in favor of Citizens Bank, N.A., as Administrative
Agent and Collateral Agent, as applicable, were terminated and released.
Other Agreements
Also at the Closing, as a result of the Merger, that certain Stockholders
Agreement, dated as of February 16, 2021, by and among Apria and the other
parties thereto, and that certain Registration Rights Agreement, dated as of
February 16, 2021, by and among the Apria and the other parties thereto,
terminated in accordance with their terms.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form
8-K is incorporated herein by reference.
At the effective time of the Merger (the "Effective Time"), each share of
Apria's common stock, par value $0.01 per share ("Apria Common Stock") (other
than shares held by Apria (including shares held in treasury), Parent or any of
their direct or wholly owned subsidiaries and shares owned by stockholders who
have properly made and not waived, withdrawn or lost a demand for appraisal
rights) was converted into the right to receive $37.50 in cash (the "Merger
Consideration"). Pursuant to the Merger Agreement, immediately prior to the
Effective Time, (i) each outstanding Apria restricted stock unit, whether vested
or unvested, was cancelled in exchange for a cash payment, without interest and
subject to withholding, equal to the Merger Consideration, (ii) each outstanding
Apria performance stock unit, whether vested or unvested, was cancelled in
exchange for a cash payment, without interest and subject to withholding, equal
to the Merger Consideration, based on attainment of applicable performance
metrics at the greater of target or actual level of performance as of the
Closing Date, as determined in good faith by the board of directors of Apria
(the "Board of Directors") in reasonable consultation with Parent, (iii) (a)
each outstanding vested Apria long-term incentive plan award was cancelled in
exchange for a cash payment, without interest and subject to withholding, equal
to the number of shares represented by such Apria long-term incentive plan award
deemed earned in accordance with the terms of the applicable governing documents
(after giving effect to the incremental vesting resulting from the Closing) as
determined by the Board of Directors after reasonable consultation with Parent
multiplied by the Merger Consideration, and (b) each outstanding unvested Apria
long-term incentive plan award was cancelled for no consideration and (iv) each
outstanding Apria stock appreciation right, whether vested or unvested, was
cancelled in exchange for a cash payment, without interest and subject to
withholding, equal to the total value of the payout that would have been earned
in accordance with the terms of the applicable governing documents (including
any previously unpaid dividends or dividend equivalents thereon, in accordance
with such governing documents).
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The foregoing summary description of the Merger Agreement and the transactions
contemplated by the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the terms of the Merger Agreement,
which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Apria
with the Securities and Exchange Commission (the "SEC") on January 10, 2022 and
is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the completion of the Merger, on March 29, 2022, Apria
notified The Nasdaq Stock Market LLC ("NASDAQ") that the transaction had closed
and requested that NASDAQ (i) suspend trading of Apria Common Stock on NASDAQ,
(ii) withdraw Apria Common Stock from listing on NASDAQ and (iii) file with the
SEC a notification on Form 25 to delist Apria Common Stock from NASDAQ and
deregister Apria Common Stock under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). As a result, Apria Common Stock will
no longer be listed on NASDAQ.
Additionally, Apria intends to file with the SEC a certification and notice on
Form 15 under the Exchange Act requesting the deregistration of the Apria Common
Stock under Section 12(g) of the Exchange Act and the suspension of Apria's
reporting obligations under Section 15(d) of the Exchange Act as promptly as
practicable. The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, stockholders of Apria immediately prior to the completion
of the Merger ceased to have any rights as stockholders of Apria other than the
right to receive the Merger Consideration in accordance with the Merger
Agreement. The information set forth in the Introductory Note, Item 2.01, Item
3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of
this Current Report on Form 8-K 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 Arrangements of Certain
Officers.
As of the Effective Time, Apria's directors ceased serving as directors of
Apria, and Michael-Bryant Hicks ceased serving as Executive Vice President,
General Counsel and Secretary of Apria. As of the Effective Time, Andrew G.
Long, Nicholas J. Pace and Daniel J. Starck were elected as the directors of
Apria as the surviving entity in the Merger.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the certificate of incorporation of Apria, as in effect
immediately prior to the Effective Time, was amended and restated to be in the
form of the certificate of incorporation attached as Exhibit 3.1 to this Current
Report on Form 8-K, which is incorporated by reference into this Item 5.03.
At the Effective Time, the bylaws of Apria, as in effect immediately prior to
the Effective Time, were amended and restated to be in the form of the bylaws
attached as Exhibit 3.2 to this Current Report on Form 8-K, which is
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of January 7, 2022, by and among
Owens & Minor, Inc., StoneOak Merger Sub Inc. and Apria, Inc.
(incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K
filed with the SEC on January 10, 2022, File No. 001-40053)
3.1 Second Amended and Restated Certificate of Incorporation of Apria, Inc.
3.2 Amended and Restated Bylaws of Apria, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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