Item 7.01 Regulation FD Disclosure
On
As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time:
•each vested and outstanding option (each, a "Benefitfocus Option") to purchase shares of Common Stock was cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Benefitfocus Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Per Share Common Stock Merger Consideration over (B) the exercise price per share of Common Stock of such Benefitfocus Option, less applicable taxes required to be withheld with respect to such payment;
•in respect of (i) each outstanding Benefitfocus equity-based award (each, a "Benefitfocus Equity Award") that was granted in 2019 or 2020 (a "Prior Award"), (ii) the unvested number of shares of Common Stock underlying each outstanding
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Benefitfocus RSU (as defined below) granted in connection with the transactions contemplated by the Merger Agreement (each, a "Benefitfocus Retention RSU") and each outstanding restricted stock award granted in replacement of a Benefitfocus Retention RSU that would vest at the Effective Time (each, a "Benefitfocus Retention RSA"), (iii) each outstanding performance stock unit which has been earned under Benefitfocus's 2022 short-term incentive plan for the 2022 performance period (each, a "Benefitfocus 2022 STI RSU") and (iv) the unvested number of shares of Common Stock underlying each outstanding Benefitfocus RSU granted pursuant to Benefitfocus's Own It equity program (each, a "Specified Benefitfocus RSU" and together with the Prior Awards, Benefitfocus Retention RSUs, Benefitfocus Retention RSAs and Benefitfocus 2022 STI RSUs, the "Specified Awards"), such award or shares, as the case may be, was cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (x) the number of shares of Common Stock subject to such Specified Award immediately prior to the Effective Time, multiplied by (y) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment;
•each outstanding restricted stock unit (each, a "Benefitfocus RSU") that is not
a Specified Award (including any outstanding Benefitfocus Retention RSU and each
outstanding performance stock unit which has been earned for the applicable
performance period (which performance period has ended prior to the closing of
the Merger) and which is only subject to time-based vesting as of the closing of
the Merger (each, a "Benefitfocus Time-Vesting PSU")) that are not Specified
Awards, was assumed by Voya and converted into a restricted stock unit (a "Voya
RSU") covering a number of shares of common stock of Voya, par value
•each outstanding performance stock unit other than a Benefitfocus Time-Vesting PSU or a Specified Award (each, a "Benefitfocus PSU") was assumed by Voya and converted into a Voya RSU covering a number of shares of Voya Common Stock (rounded down to the nearest whole number) equal to the product of (i) the number of shares of Common Stock subject to such Benefitfocus PSUs based on target performance multiplied by (ii) the Equity Award Exchange Ratio;
•each outstanding Benefitfocus RSU and Benefitfocus PSU held by a non-employee director or consultant of Benefitfocus or by any employee who is not an employee of Benefitfocus and its subsidiaries at the Effective Time who continues to remain employed with Benefitfocus or any of its subsidiaries was cancelled in consideration for the right to receive, without interest, an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Benefitfocus Equity Award immediately prior to the Effective Time based on target performance multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment; and
•each outstanding restricted stock award, including each outstanding restricted stock award which has been earned for the applicable performance period (which performance period has ended prior to the Effective Time) and which is only subject to time-based vesting as of the Effective Time (each a "Benefitfocus Restricted Share") and each outstanding Benefitfocus Restricted Share with a performance period that has not ended prior to the Effective Time (each, a "Benefitfocus Performance Restricted Share") was assumed by Voya and converted into a restricted stock award (each, a "Voya Restricted Share") covering a number of shares of Voya Common Stock (rounded to the nearest whole number) equal to the product of (i) the number of shares of Common Stock subject to such Benefitfocus Restricted Shares and Benefitfocus Performance Restricted Shares based on target performance multiplied by (ii) the Equity Award Exchange Ratio.
Prior to the Effective Time, Benefitfocus's board of directors, pursuant to the
Merger Agreement, caused the six-month offering period under Benefitfocus's 2016
Employee Stock Purchase Plan (the "ESPP") that commenced on
Forward-Looking and Other Cautionary Statements
This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Voya does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations
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for our future financial performance and any statement not involving a
historical fact. Forward-looking statements use words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," and other words and terms of
similar meaning in connection with a discussion of future operating or financial
performance. Actual results, performance or events may differ materially from
those projected in any forward-looking statement due to, among other things, (i)
general economic conditions, particularly economic conditions in our core
markets, (ii) performance of financial markets, (iii) the frequency and severity
of insured loss events, (iv) the effects of natural or man-made disasters,
including pandemic events and cyber terrorism or cyber attacks and specifically
the current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi)
persistency and lapse levels, (vii) interest rates, (viii) currency exchange
rates, (ix) general competitive factors, (x) changes in laws and regulations,
such as those relating to Federal taxation, state insurance regulations and NAIC
regulations and guidelines, (xi) changes in the policies of governments and/or
regulatory authorities, (xii) our ability to successfully manage the separation
of our individual life business on the expected timeline and economic terms,
(xiii) our ability to realize the expected financial and other benefits from the
transaction with
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1* Amended and Restated Agreement and Plan of Merger entered into by and
among Benefitfocus, Inc.,
99.1 Press Release regarding closing of the Merger, dated as of
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Voya
hereby undertakes to furnish supplemental copies of any omitted schedules upon
request by the
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