Blue Nile, Inc. (NASDAQ:NILE) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
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Completion of Acquisition or Disposition of Assets. |
As described above in the Introductory Note to this Current
Report on Form 8-K, on February17, 2017, the Company completed
the Merger to the Merger Agreement and became a wholly-owned
subsidiary of Parent. to the Merger Agreement, at the effective
time of the Merger (the Effective Time):
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Each share of common stock of the Company (Common Stock) issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any direct or indirect subsidiary of the Company, Parent, Merger Sub and holders who are entitled to and properly exercise appraisal rights under Delaware law) was cancelled and converted into the right to receive $40.75 in cash, without interest and net of applicable withholding taxes (the Per Share Price). |
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Each outstanding option to purchase shares of Common Stock, whether vested or unvested, that has an exercise price per share less than $40.75 was cancelled and converted into the right to receive an amount in cash equal, to $40.75 (less the exercise price per share attributable to such option), multiplied by the total number of shares of Company Common Stock that are issuable upon full exercise of such Company Option, less any applicable tax withholdings. Each outstanding option to purchase shares of Common Stock, whether vested or unvested, that has an exercise price per share equal to or greater than $40.75 was cancelled without payment of any consideration. |
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Each outstanding award of restricted stock units (RSUs), whether vested or vested, that is only subject to time-vesting requirements, was cancelled and converted into the right to receive an amount in cash equal to $40.75, multiplied by the total number of shares subject to such RSUs, less any applicable tax withholdings. Each outstanding award of RSUs, whether vested or vested, that is subject to time- and performance-based requirements, was cancelled and converted into the right to receive an amount in cash equal to $40.75, multiplied by the total number of shares determined to be performance vested, with the performance goals deemed achieved at the maximum levels and with the remaining time-vesting requirements deemed satisfied, less any applicable tax withholdings. |
The descriptions of the Merger Agreement and the transactions
contemplated thereby contained in this Current Report on Form 8-K
does not purport to be complete and are qualified in their
entirety by the full and complete text of the Merger Agreement,
which is incorporated by reference herein as Exhibit 2.1.
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| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February17, 2017, the Company notified The NASDAQ Stock Market
LLC (NASDAQ) that the Merger was consummated. As a result
of the completion of the Merger, trading in the Companys Common
Stock will be suspended effective Tuesday, February21, 2017. In
addition, on February17, 2017, the Company requested that NASDAQ
file a notification of removal from listing on Form25 with the
Securities and Exchange Commission to report the delisting of the
Companys Common Stock from NASDAQ.
| Item3.03. |
Material Modifications to Rights of Security Holders. |
As described under Item 2.01 above, as a result of the Merger,
each share of Common Stock issued and outstanding immediately
prior to the Effective Time (other than shares owned by the
Company, any direct or indirect subsidiary of the Company, Parent
and Merger Sub) was cancelled and converted into the right to
receive the Per Share Price. Holders of Common Stock that were
issued and outstanding prior to the Effective Time ceased to have
any rights with respect to such securities, other than their
right to receive the Per Share Price, nor do they have any
interest in the Companys future earnings or growth.
| Item5.01. | Changes in Control of Registrant. |
As a result of the Merger, a change in control of the Company
occurred, and the Company is now a wholly-owned subsidiary of
Parent. Parent is affiliated with an investment group comprised
of funds managed by Bain Capital Private Equity, a leading
private equity firm, and Bow Street LLC, a New York-based
investment fund (collectively, the Investment Group).
The total amount of funds used to complete the Merger and related
transactions and pay related fees and expenses was approximately
$520 million, which was funded through a combination of equity
contribution from the Investment Group, cash of the Company, as
well as proceeds from a debt financing.
The information set forth under the Introductory Note is
incorporated herein by reference.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger and as contemplated by the Merger
Agreement, the directors of Merger Sub immediately prior to the
Effective Time became the directors of the Company following the
Merger.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Merger, the
certificate of incorporation and the bylaws of the Company were
amended and restated in their entirety to read substantially
identically to the certificate of incorporation and bylaws of
Merger Sub as in effect immediately prior to the Effective Time,
and such eighth amended and restated certificate of incorporation
and amended and restated bylaws became the certificate of
incorporation and bylaws, respectively, of the surviving
corporation after the Merger.
A copy of the eighth amended and restated certificate of
incorporation and amended and restated bylaws of the Company
following the Merger are attached as Exhibits 3.1 and 3.2 to this
Current Report on Form 8-K, respectively, and are incorporated
herein by reference.
| Item8.01. | Other Events. |
On February17, 2017, the Company issued a press release
announcing the completion of the Merger. A copy of the press
release is attached hereto as Exhibit 99.1 is incorporated herein
by reference.
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| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed as part of
this report:
| 2.1 |
Agreement and Plan of Merger, dated as of November 6, 2016, by and among Blue Nile, Inc., BC Cyan Parent Inc., and BC Cyan Acquisition Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on November7,2016). |
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| 3.1 |
Eighth Amended and Restated Certificate of Incorporation of Blue Nile, Inc. |
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| 3.2 | Amended and Restated Bylaws of Blue Nile, Inc. | |
| 99.1 | Press Release, dated February17, 2017. |
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About Blue Nile, Inc. (NASDAQ:NILE)
Blue Nile Inc. is a United States-based online jeweler. The Company primarily sells diamonds and fine jewelry online. The Company offers signature diamonds, such as Round, Princess, Emerald, Asscher, and Cushion Hearts & Arrows. The Company offers a range of engagement ring collections, such as Solitaire, Halo, Vintage, Diamond Sidestones, Sapphire Sidestones, Three-Stone, Diamond Preset and Gemstone Preset. The Company offers designer engagement rings, such as Colin Cowie, Monique Lhuillier, Truly Zac Posen and Blue Nile Studio. It offers women’s weddings rings, such as Diamond, Eternity, Signature Diamond, Platinum, 18k Gold, 14k Gold, White Gold, Yellow Gold, Rose Gold and Engraveable. It offers men’s weddings rings, such as Platinum, 18k Gold, 14k Gold, White Gold, Yellow Gold, Rose Gold, Palladium, Tungsten, Cobalt, Tantalum and Engraveable. The Company also earrings, rings, necklaces, bracelets, Birthstone Jewelry, Engraveable Gifts and Anniversary gifts, among others. Blue Nile, Inc. (NASDAQ:NILE) Recent Trading Information
Blue Nile, Inc. (NASDAQ:NILE) closed its last trading session 00.00 at 40.71 with 82,674 shares trading hands.
