Item 1.02. Termination of a Material Definitive Agreement
On the Closing Date, the investment advisory agreement by and between the
Company and
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information in this Current Report on Form 8-K set forth under the Introductory Note and under Item 1.02 is incorporated by reference into this Item 2.01.
As described above, the Merger closed on
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 2.01 is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the First Merger, a change in control of the Company occurred. The information contained in Item 2.01 is incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i)
each of the officers and directors of the Company ceased to be officers and
directors of the Company and (ii) the officers and directors of Acquisition Sub,
each as of immediately prior to the Effective Time, became the directors and
officers of the Company, as the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
articles of incorporation of the Company were amended and restated and the
bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time,
became the bylaws of the Company (as the
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1:
To approve the First Merger.
For Against Abstain 53,968,287 811,729 895,381 Proposal 2:
To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1.
For Against Abstain 53,627,270 895,384 1,152,743
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofSeptember 21, 2021 , by and amongSierra Income Corporation , Barings BDC, Inc.,Mercury Acquisition Sub, Inc. andBarings LLC (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onSeptember 22, 2021 ) 3.1 Articles of Amendment and Restatement ofSierra Income Corporation 3.2 Bylaws ofSierra Income Corporation
* Exhibits and/or schedules to this Exhibit have been omitted in accordance with
Item 601(b)(2) of Regulation S-K or Item 601(b)(10) of Regulation S-K, as
applicable. The registrant agrees to furnish supplementally a copy of all
omitted exhibits and schedules to the
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