WEBER INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), on the terms and
subject to the conditions set forth in the Merger Agreement, each share of
Class A common stock,
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Treatment of Company Equity Awards
Pursuant to the Merger Agreement, at the Effective Time, each outstanding option
to purchase Class A Shares, award of restricted stock units with respect to the
Class A Shares ("Company RSU Award") and limited liability interest designated
as a "Profit Unit" in
The foregoing description of the Merger Agreement, the First Amendment to the HoldCo LLC Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement and the First Amendment to the HoldCo LLC Agreement, which were filed as Exhibit 2.1 and Exhibit 10.4, respectively, to the Prior Report, the terms of which are incorporated herein by reference.
The information in the Introductory Note above and in Item 3.03, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the opening of trading on
The information in the Introductory Note above and in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each Class A Share (except as described in Item 2.01 above) was canceled and automatically converted into the right to receive the Merger Consideration.
The information in the Introductory Note above and in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a subsidiary of Parent.
The information in the Introductory Note above and in Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective upon the completion of the Merger, the director of Merger Sub
immediately prior to the completion of the Merger continued as the director of
the
Effective upon the completion of the Merger, the officers of the Company
immediately prior to the completion of the Merger continued as the officers of
the
The information in the Introductory Note above and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, effective upon completion of the
Merger, the certificate of incorporation of the Company, as in effect
immediately prior to the Effective Time, was amended and restated in its
entirety. The bylaws of Merger Sub in effect immediately prior to the Effective
Time became the bylaws of the
Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedDecember 11, 2022 , by and amongWeber Inc. ,Ribeye Parent, LLC andRibeye Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byWeber Inc. onDecember 12, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofWeber Inc. 3.2 Amended and Restated Bylaws ofWeber Inc. 10.4 First Amendment, datedDecember 11, 2022 , to Amended and Restated Limited Liability Company Agreement ofWeber HoldCo, LLC , datedAugust 9, 2021 , by and among the Company,Weber HoldCo, LLC and the other persons and entities party thereto (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed byWeber Inc. onDecember 12, 2022 ) 99.1 Joint Press Release, datedFebruary 21, 2023 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
supplementally to the
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