Item 1.02 Termination of a Material Definitive Agreement
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 1.02 by reference.
OnOctober 3, 2022 (the "Payoff Date"), the Financing Agreement, dated as ofAugust 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among the Company,Biohaven Pharmaceuticals, Inc. , the guarantors party thereto from time to time, the lenders party thereto from time to time (the "Lenders") and Sixth Street Specialty Lending, Inc., was terminated. On the Payoff Date, an affiliate of Pfizer, on behalf of the Company, repaid in full all of the indebtedness and other obligations and liabilities owed by the Company to the Lenders in an amount equal to approximately$863 million , which included prepayment penalties. In connection with the termination and repayment in full of the indebtedness and other obligations and liabilities under the Financing Agreement, all related liens and security interests granted by or arising under the Financing Agreement were automatically released and discharged. A copy of the Financing Agreement was filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company with theSEC onNovember 9, 2020 and is incorporated herein by reference. The foregoing description of the Financing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Financing Agreement.
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 in this Item 2.01 by reference.
At the Effective Time, each:
(i)Company Share that was issued and outstanding immediately prior to the Effective Time (other than (A) Company Shares owned by the Company as treasury shares, (B) Company Shares owned by Parent or Merger Sub and (C) any dissenting shares) was automatically be cancelled, extinguished and converted into the right to receive an amount in cash equal to$148.50 , without interest thereon (the "Merger Consideration"); 2 -------------------------------------------------------------------------------- (ii)option to purchase Company Shares (each, a "Company Option") granted by the Company under the Company's 2017 Equity Incentive Plan or 2014 Equity Incentive Plan (collectively, the "Company Share Plans") that was outstanding as of immediately prior to the Effective Time (after giving effect to the Spin-Off and the provisions of the Separation Agreement), whether or not then vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, multiplied by (2) the number of Shares then subject to such Company Option; and (iii)Company restricted stock unit (each, a "Company RSU") granted by the Company under the Company Share Plans that was outstanding as of immediately prior to the Effective Time (after giving effect to the Spin-Off and the provisions of the Separation Agreement), whether or not vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the Merger Consideration, multiplied by (2) the number of Company Shares then subject to such Company RSU, with any performance conditions applicable to Company RSUs that are subject to performance-based vesting conditions deemed achieved at 100%.
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 Merger, the Company requested that theNew York Stock Exchange suspend trading of the Company Shares as ofOctober 3, 2022 , and file with theSEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with theSEC a certification on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference. In connection with the completion of the Merger, at the Effective Time, holders of Company Shares, Company Options and Company RSUs ceased to have any rights in connection with their holding of such securities (other than their right to receive the Merger Consideration, or the applicable amount thereof, as described in Item 2.01 above) and accordingly, no longer have any interest in the Company's future earnings or growth.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
As a result of the consummation of the Merger, a change of control of the
Company occurred, and the Company became a wholly owned subsidiary of Pfizer.
The aggregate Merger Consideration was approximately
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, each ofIrina A. Antonijevic ,Gregory Bailey ,Matthew Buten ,John W. Childs ,George Clark ,Charles Conway ,Vlad Coric ,Kimberley Gentile ,Douglas Gray ,Julia P. Gregory ,Michael T. Heffernan ,Robert J. Hugin ,Kishen Mehta ,Elyse Stock andJohn Tilton resigned from the board of directors of the Company. At the Effective Time, each ofMatthew Buten ,George Clark ,Vlad Coric ,Kimberley Gentile ,William Jones , Jr. andElyse Stock resigned as officers of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time,Paloma Fernández-Montes Moraleda andGastón Araya Ortega , as directors of Merger Sub as of immediately prior to the effective time of the Merger, became the directors of the Company. Additionally, Ms.Fernández-Montes Moraleda was appointed President of the Company, and Mr.Araya Ortega was appointed Vice President of the Company. 3 --------------------------------------------------------------------------------
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.
Pursuant to the Merger Agreement, at the Effective Time, the memorandum and articles of association of the Company were amended and restated in their entirety (the "M&AA"). The M&AA is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated as
of
Biohaven Pharmaceutical Holding Company
Ltd., Pfizer Inc. and Bulldog (BVI)
Ltd. (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K,
filed onMay 11, 2022 , and incorporated
herein by reference).
2.2 Separation and Distribution Agreement,
dated as of
betweenBiohaven Pharmaceutical Holding
Ltd (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed on May 11, 2022, and incorporated herein by reference ) . 3.1 Amended and Restated Memorandum and
Articles of
Pharmaceutical Holding Company Ltd. 104 The cover page of this Current Report on
Form 8-K formatted as Inline XBRL.
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