SIGNIFY HEALTH, INC. Item 1.02 Termination of a Material Definitive Agreement.
On
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A copy of the Credit Agreement was filed as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company with the
In addition, the Tax Receivable Agreement, dated as of
A copy of the TRA was filed as Exhibit 10.5 to the Annual Report on Form 10-K
for the year ended
The disclosure provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The disclosure set forth in the Introductory Note of this Current Report is incorporated herein by reference.
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
the
The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
In connection with the completion of the Merger, at the Effective Time, holders of shares of Company Stock, Company Options, Company RSUs and Synthetic LLC Unit Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive their applicable amount of the Merger Consideration as described in the Introductory Note).
The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Items 2.01, 3.01 and 5.03 of this Current Report is incorporated herein by reference.
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Item 5.01 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Items 2.01, 3.01, 5.02 and 5.03 of this Current Report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, as of the Effective Time,
Further, effective as of the Effective Time, until successors are duly elected
or appointed and qualified in accordance with law, (i) the directors of Merger
Subsidiary in place as of immediately prior to the Effective Time became the
directors of the
The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.
The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofSeptember 2, 2022 , by and amongCVS Pharmacy, Inc. ,Noah Merger Sub, Inc. andSignify Health, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onSeptember 6, 2022 ). 3.1 Second Amended and Restated Certificate of Incorporation ofSignify Health, Inc. 3.2 Second Amended and Restated Bylaws ofSignify Health, Inc. 10.1 Credit Agreement dated as ofJune 22, 2021 , among Cure Intermediate 3, LLC,Signify Health, LLC , the other guarantors party thereto, the financial institutions party thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theSEC onJune 22, 2021 ). 10.2 Tax Receivable Agreement, datedFebruary 12, 2021 , by and amongSignify Health, Inc. and the other persons and entities party thereto (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year endedDecember 31, 2020 filed with theSEC onMarch 25, 2021 ). 10.3 Tax Receivable Agreement and LLC Agreement Amendment, dated as ofSeptember 2, 2022 , by and amongSignify Health, Inc. ,Cure Topco, LLC ,Cure Aggregator, LLC andNew Mountain Partners V (AIV-C), L.P. (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with theSEC onSeptember 6, 2022 ). 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
agrees to furnish supplemental copies of any omitted schedules to the
its request.
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