Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Following the consummation of the Merger,
As a result of the Merger, MIH became the successor issuer to the Predecessor with respect to the Predecessor's Common Stock pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") and Rule 12g-3(a) of the Exchange Act.
In connection with the consummation of the Merger, the Common Units have been
approved for listing on the NYSE and will commence trading on
Pursuant to the Merger Agreement and the LLC Agreement, MIH assumed all obligations of the Predecessor under the Predecessor's 2014 Independent Directors Equity Plan and 2016 Omnibus Employee Incentive Plan Stock (collectively, the "Plans"). In accordance with Rule 414 under the Securities Act, following the filing of this Form 8-K, MIH will also file a post-effective amendment to the Predecessor's registration statements on Form S-8 (File Nos. 333-204249 and 333-213139) (the "Form S-8 POS") to adopt said Form S-8 Registration Statements pursuant to Rule 414. The Common Stock that was issuable under the Plans was automatically converted on a one-for-one basis into Common Units, with the same terms and conditions as each equity award had prior to the Merger, except that the shares issuable under each such award are now Common Units.
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The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and 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 Merger, the Predecessor notified the
NYSE that each share of Common Stock of the Predecessor issued and outstanding
immediately prior to the Merger would be converted on a one-for-one basis into
one Common Unit of the Company. The Predecessor requested that the NYSE (i)
suspend trading in the Predecessor's Common Stock as of the open of business on
Item 3.03 Material Modification to the Rights of Security Holders
Upon the consummation of the Merger, each issued and outstanding share of Common Stock of the Predecessor was converted into one Common Unit of the Company.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Amendment and Restatement of Certificate of Incorporation
Effective
A copy of the Restated Certificate is filed as Exhibit 3.2 hereto and incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective
A copy of the Restated Bylaws is filed herewith as Exhibit 3.3 and is incorporated herein by reference.
Item 8.01 Other Events
On
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 30, 2021 , by and among the Predecessor, MIH and Merger Sub (incorporated by reference to Exhibit 2.1 of MIH's Registration Statement on Form S-4, filedFebruary 17, 2021 (File No. 333-253193) 3.1* Amended and Restated Certificate of Incorporation ofMIC Corp 3.2* Amended and Restated by-laws ofMIC Corp 99.1* Press Release datedSeptember 22, 2021 *Filed herewith 4
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