Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note and under Item 5.01 is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), each share of the
Company's Class A common stock, par value
Pursuant to the Merger Agreement, at the Effective Time, each of the Company's equity awards granted under the Company's stock plans outstanding as of the Effective Time, except as set forth below, was converted into a corresponding award with respect to Parent common stock, with the number of shares underlying such award adjusted based on the Merger Consideration divided by the average of the closing sale price of Parent common stock for the 10 consecutive full trading days ending on the trading day immediately preceding the Closing Date (the "Exchange Ratio"). Certain restricted stock units held by the Company's chief executive officer were cancelled for no consideration. Certain restricted stock units outstanding as of the Effective Time and held by non-employee directors and certain stock appreciation rights, in each case, were cancelled and converted into the right to receive an amount in cash calculated based on the Merger Consideration.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, the Company notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
At the Effective Time, each outstanding share of Common Stock was converted into the right to receive the Merger Consideration as described under Item 2.01 and each holder of shares of Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration).
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Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
A total of approximately
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.
In connection with the completion of the Merger (and not as a result of any
disagreement with the Company), at the Effective Time, each of the Company's
directors immediately prior to the Effective Time ceased to be directors of the
Company. In accordance with the terms of the Merger Agreement, at the Effective
Time,
In accordance with the terms of the Merger Agreement, the officers of the
Company immediately prior to the Effective Time became the officers of the
Company at the Effective Time. In connection with the completion of the Merger,
effective as of the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.
At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be the certificate of incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03.
At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company as the surviving corporation in the Merger (except that all references to the name of Merger Sub were replaced with references to the name of the Company), a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 6, 2022 , by and amongVivint Smart Home, Inc. , NRG Energy, Inc. andJetson Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onDecember 6, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofVivint Smart Home, Inc. 3.2 Bylaws ofVivint Smart Home, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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