COMMERCEHUB,INC. (NASDAQ:CHUBA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement
At the effective time (the “Effective Time”) of the Merger, to the Merger Agreement, a subsidiary of CommerceHub, as the borrower, terminated its Credit Agreement , dated as of June28, 2016, by and among such subsidiary, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information provided in the Introduction section of this Current Report on Form8-K is incorporated by reference herein.
At the Effective Time of the Merger, to the Merger Agreement, each outstanding share of CommerceHub’s SeriesA, SeriesB and SeriesC common stock (collectively, the “CommerceHub common stock”) was automatically converted into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes. Each share of CommerceHub common stock held by CommerceHub as treasury stock or owned by Merger Sub or Parent immediately prior to the Effective Time was cancelled without the right to receive any payment with respect thereto. No stockholder demanded appraisal of shares of CommerceHub common stock in accordance with Section262 of the General Corporation Law of the State of Delaware.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit2.1 hereto and incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing
In connection with the completion of the Merger, CommerceHub notified the NASDAQ Stock Market LLC (“NASDAQ”) of its intent to remove the CommerceHub SeriesA common stock and the CommerceHub SeriesC common stock from listing on NASDAQ and requested that NASDAQ file a notice of removal from listing on Form25 with the SEC to delist such securities. The Surviving Corporation intends to file with the SEC a certification on Form15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the CommerceHub SeriesA common stock and the CommerceHub SeriesC common stock under Section12(b)of the Exchange Act and the suspension of CommerceHub’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders
to the Merger Agreement, at the Effective Time, stock options with respect to shares of CommerceHub common stock, whether or not vested and exercisable, that were outstanding and unexercised immediately prior to the Effective Time were automatically cancelled and the holder thereof is entitled to receive an amount in cash equal to the product of (1)the aggregate number of shares of CommerceHub common stock that were issuable upon exercise or settlement of such stock option immediately prior to the effective time and (2)the excess, if any, of $22.75 over the per-share exercise price of such stock option, less applicable tax withholding.
to the Merger Agreement, at the Effective Time, the restricted shares of CommerceHub common stock were cancelled, whether or not vested, and the holder is instead entitled to receive an amount in cash equal to $22.75, less any applicable tax withholding.
to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award with respect to shares of CommerceHub common stock (other than the 2018 employee RSU awards (as defined below)) (each, an “accelerated RSU award”), whether or not vested, was automatically cancelled and the holder is instead entitled to receive an amount in cash