Item 1.01. Entry into a Material Definitive Agreement.
On the
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Immediately prior to the closing of the Merger, the Company terminated the
Concurrently with the closing of the Merger, the Company terminated all
revolving credit commitments outstanding under the Credit Agreement, dated as of
Concurrently with the closing of the Merger, the Second Amended and Restated
Stockholders Rights Agreement, dated as of
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Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report are incorporated herein by reference.
On
At the Effective Time of the Merger (the "Effective Time"), each share of
Class A common stock, par value
Except as otherwise agreed between Parent and the applicable holder of an option to purchase shares of Company Common Stock (a "Company Option"), effective as of immediately prior to the Effective Time: (a) each Company Option that was outstanding and unexercised immediately prior to the Effective Time was cancelled and terminated and converted into the right solely to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of . . .
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 under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introductory Note and the information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
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, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03. As a result of the Merger, each share of the Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 5.02 and 5.03 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
In connection with the consummation of the Merger, as contemplated by the Merger Agreement, each of the Company's directors immediately prior to the Effective Time resigned
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from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective as of the Effective Time. No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the sole director of Merger Sub immediately prior
to the Effective Time,
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 of this Current Report is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Company's certificate of incorporation was amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (the "Certificate of Incorporation"). In addition, at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 8.01. Other Events.
On
A copy of that press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as ofAugust 19, 2021 , by and amongInovalon Holdings, Inc. , aDelaware corporation,Ocala Bidco, Inc. , aDelaware corporation, andOcala Merger Sub, Inc. , aDelaware corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onAugust 19, 2021 ). 3.1 Third Amended and Restated Certificate of Incorporation ofInovalon Holdings, Inc. 3.2 Amended and Restated Bylaws ofInovalon Holdings, Inc. 99.1 Press Release, datedNovember 24, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). 6
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