AVALARA, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
New Credit Agreement
On the Closing Date, Merger Sub, as the initial borrower, and the Company, after
giving effect to the Merger, as the borrower, entered into that certain Credit
Agreement with
Existing 2026 Senior Notes
On the Closing Date, the Company and
The foregoing summary description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is attached as Exhibit 4.1 hereto, and which is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time:
(i) each share of common stock of
per share, issued and outstanding as of immediately prior to the
Effective Time (other than (A) shares of Common Stock owned by Parent,
Merger Sub, any other wholly owned subsidiary of Parent and Avalara
(including shares held in treasury) (which were cancelled without payment
of any consideration), (B) shares owned by any wholly owned subsidiary of
Avalara and (C) shares of Common Stock for which dissenters' rights have
been properly exercised and not withdrawn) automatically converted into
the right to receive cash in an amount equal to $93.50 , without interest
thereon, and subject to any required withholding of taxes (the "Per Share
Merger Consideration");
(ii) each outstanding
"Company Option"), whether vested or unvested, was automatically
cancelled and converted into the right to receive an amount in cash
(without interest and less any applicable withholding taxes) equal to
(A) the total number of shares of Common Stock subject to such Company
Option, multiplied by (B) the excess, if any, of the Per Share Merger
Consideration over the applicable per share exercise price of such
Company Option. Each Company Option, if any, with an exercise price per
share greater than or equal to the Per Share Merger Consideration was
cancelled automatically at the Effective Time for no consideration;
(iii) each outstanding
yet settled) as of immediately prior to the Effective Time or that
vested as a result of the consummation of the Merger Agreement (a
"Vested Company RSU") was automatically cancelled and converted into the
right to receive an amount in cash (without interest and less any
applicable withholding taxes) equal to (A) the total number of shares of
Common Stock subject to such Vested Company RSU immediately prior to the
Effective Time, multiplied by (B) the Per Share Merger Consideration;
(iv) each outstanding
Company RSU (an "Unvested Company RSU") was automatically cancelled and
converted into the contingent right to receive from Parent or Avalara an
aggregate amount in cash (without interest and less any applicable
withholding taxes) (each, a "Converted Cash Award") equal to (A) the
total number of shares of Common Stock subject to such Unvested Company
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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 herein by reference.
In connection with the closing of the Merger, the Company notified
The Common Stock ceased trading on the NYSE effective prior to the opening of
trading on
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 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 hereof) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Merger Consideration.
Item 5.01 Change in Control of Registrant.
The Information set forth in the Introductory Note and under Items 2.01 and 3.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the
Company became a wholly-owned subsidiary of Parent. The total amount of
consideration payable to the Company's equityholders in connection with the
Merger was approximately
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financing pursuant to a
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement.
The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, effective upon completion
of the Merger, the following persons became directors of the Company:
Effective upon completion of the Merger, the following persons, who were the
officers of Merger Sub, became officers of the Company:
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 herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedAugust 8, 2022 , by and amongAvalara, Inc. ,Lava Intermediate, Inc. andLava Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onAugust 9, 2022 )* 3.1 Amended and Restated Certificate of Incorporation ofAvalara, Inc. 3.2 Amended and Restated Bylaws ofAvalara, Inc. 4.1 Supplemental Indenture, between the Company andThe Bank of New York Mellon Trust Company , N.A., dated as ofOctober 19, 2022 99.1 Press Release, dated as ofOctober 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to the Agreement and Plan of Merger have been
omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.
Registrant will furnish copies of such schedules to the Securities and Exchange
Commission upon request by the Commission.
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