Item 2.01 Completion of Acquisition or Disposition of Assets
As described above, at the Effective Time on the Closing Date, Parent completed
its previously announced acquisition of the Company. As a result of the Merger,
the Company became a wholly owned subsidiary of Parent. At the Effective Time,
each of the Company's common shares, par value
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At the Effective Time, (1) each Company restricted stock unit subject to either performance-based or solely time-based vesting requirements and Company phantom share, in each case, outstanding immediately prior to the Effective Time and whether vested or unvested, became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the Merger Consideration and (y) the number of Company Common Shares subject to such restricted stock unit or phantom share (with the achievement of any performance conditions determined based on the greater of target performance and actual performance as of immediately prior to the Closing) and (2) each Company stock option and Company stock appreciation right ("SAR"), in each case, outstanding immediately prior to the Effective Time and whether vested or unvested, became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such stock option or SAR, multiplied by the number of Company Common Shares subject to such stock option or SAR. Each outstanding Company stock option and Company SAR with an exercise price per Company Common Share equal to or greater than the Merger Consideration was canceled at the Effective Time for no consideration.
The aggregate amount of the Merger Consideration paid to former holders of
Company Common Shares was approximately
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to
the Current Report on Form 8-K filed on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Merger, the Company notified the
Item 3.03 Material Modification to Rights of Security Holders
The information in the Introductory Note above and in 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. The foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement.
Item 5.01 Changes in Control of Registrant
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a direct, wholly owned subsidiary of Parent.
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The information in the Introductory Note above and in 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
Upon the consummation of the Merger, each of
Additionally, effective as of the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
At the Effective Time, the code of regulations of the Company was amended and restated to be in the form of the code of regulations of Merger Sub in effect immediately prior to the Effective Time, as set forth in the Second Amended and Restated Regulations of the Company that are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofMarch 13, 2020 , by and amongCincinnati Bell Inc. ,Red Fiber Parent LLC andRF Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byCincinnati Bell Inc. onMarch 13, 2020 ). 3.1 Second Amended and Restated Regulations ofCincinnati Bell Inc. 99.1 Press Release, datedSeptember 7, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit upon request by the
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