KNOWBE4, 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, Parent, as the borrower, entered into that certain Credit
Agreement with Owl Rock Capital Corporation, as administrative agent and
collateral agent, the lenders from time to time party thereto and the other
guarantors from time to time party thereto (the "Credit Agreement"), which
provides for (i) a term loan facility in an aggregate principal amount equal to
Item 1.02 Termination of a Material Definitive Agreement.
Concurrently with the closing of the Merger, the Company paid all outstanding
fees and expenses and terminated all credit commitments outstanding under that
certain Credit Agreement, dated as of
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.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"):
(i) each share of Class A common stock of KnowBe4 , par value $0.00001 per
share (the "Class A Common Stock"), and Class B common stock of KnowBe4 ,
par value $0.00001 per share (the "Class B Common Stock," and together
with the Class A Common Stock, "Common Stock") 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 or Merger Sub (including shares held in treasury)
(which were cancelled without payment of any consideration) and
(B) shares of Common Stock for which dissenters' rights have been
properly exercised and not withdrawn) was automatically converted into
the right to receive cash in an amount equal to $24.90 , without interest
thereon (the "Per Share Merger Consideration");
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(ii) each outstanding option to purchase shares of Common Stock, to the extent
then vested (a "Company Option"), 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 issuable upon exercise of the vested portion of
such Company Option by (B) the excess, if any, of the Per Share Merger
Consideration over the applicable per share exercise price of such
Company Option, less applicable taxes required to be withheld with
respect to such payment;
(iii) each outstanding Company Option, to the extent not then vested, was
automatically canceled and converted into a 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 issuable upon
exercise of the unvested portion of 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, less
applicable taxes required to be withheld with respect to such payment.
Such cash amount with respect to the unvested portion of such Company
Option has, and is subject to, the same terms and conditions (including
. . .
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 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified
The Class A Common Stock ceased trading on the Nasdaq 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 of this Current Report on Form 8-K 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
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 of this Current Report on Form 8-K 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:
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from the board of directors of the Company (the "Board") and the committees of
the Board on which they served, if any, at the Effective Time:
Effective upon completion of the Merger, the following persons 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 of this Current Report on Form 8-K 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, as in effect immediately prior to the Merger, 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 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
The following are the voting results of the proposals considered and voted on at
the Special Meeting, each of which is described in detail in
Proposal 1: Merger Proposal
Approval of the proposal to adopt the Merger Agreement (the "Merger Proposal")
required the affirmative vote of (i) the holders of a majority of the voting
power of the outstanding shares of Common Stock (voting together as a single
class) entitled to vote on the Merger Agreement (the "Majority Vote"); (2) the
holders of a majority of the voting power of the outstanding shares of Common
Stock (voting together as a single class) held by the Unaffiliated Stockholders
(as defined in the Proxy Statement) and entitled to vote on the Merger Agreement
(the "Unaffiliated Stockholder Vote"); (3) the holders of at least a majority of
the outstanding shares of Class A Common Stock entitled to vote in accordance
with the Delaware General Corporation Law (the "Class A Vote"); and (4) the
holders of at least a majority of the outstanding shares of Class B Common Stock
entitled to vote in accordance with the Delaware General Corporation Law (the
"Class
BROKER
FOR AGAINST ABSTAIN NON-VOTES
Majority Vote 544,445,845 1,257,257 95,375 -
Unaffiliated Stockholder Vote 133,614,705 1,257,257 95,375 -
Class A Vote 119,693,535 1,257,257 95,375 -
Class B Vote 424,752,310 0 0 -
Proposal 1 was approved for all purposes described in the Proxy Statement.
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Proposal 2: Compensation Proposal
Approval, on a non-binding, advisory basis, the compensation that will or may
become payable by
BROKER
FOR AGAINST ABSTAIN NON-VOTES
541,921,115 3,149,669 727,693 -
Proposal 2 was approved.
In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedOctober 11, 2022 , by and amongKnowBe4, Inc. ,Oranje Holdco, Inc. (formerly known asOranje Holdco, LLC ), andOranje Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onOctober 13, 2022 )* 3.1 Amended and Restated Certificate of Incorporation ofKnowBe4, Inc. 3.2 Amended and Restated Bylaws ofKnowBe4, Inc. 99.1 Press Release, dated as ofFebruary 1, 2023 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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