COTIVITI HOLDINGS, INC. (NYSE:COTV) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.Termination of Material Definitive Agreement.
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
On August 27, 2018, in connection with the consummation of the Merger, Cotiviti Corporation, a Delaware corporation (“Cotiviti Corporation”), and Cotiviti Domestic Holdings, Inc., a Delaware corporation (together with Cotiviti Corporation, the “Borrowers”), each a subsidiary of Cotiviti, repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Amended and Restated First Lien Credit Agreement, dated as of September 28, 2016, by and among the Borrowers, Cotiviti Intermediate Holdings, Inc., a Delaware corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent for the lenders party thereto (the “Existing Credit Agreement”), and terminated all commitments thereunder. The termination of the Existing Credit Agreement became effective at the effective time of the Merger (the “Effective Time”) on August 27, 2018.
Item 1.02.Completion of Acquisition or Disposition of Assets.
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of Cotiviti common stock, par value $0.001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time(including shares of Common Stock that were issued as restricted Common Stock that vested on or prior to the date of the consummation of the Merger, but excluding (i) any shares of Common Stock held directly by Verscend, Merger Sub or any of their subsidiaries immediately prior to the Effective Time, (ii) shares of Common Stock held in treasury of Cotiviti and (iii) shares of Common Stock held by any stockholder who has not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares of Common Stock in accordance with Section 262 of the Delaware General Corporate Law and has not effectively withdrawn or lost the right to appraisal under Delaware law), was cancelled and extinguished and automatically converted into the right to receive $44.75 in cash (the “Merger Consideration”), payable to the holder thereof, without interest and less any applicable withholding taxes or other amounts required to be withheld therefrom under applicable law.
Immediately prior to the Effective Time, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, vested in full and was cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration, net of the applicable per share exercise price,and the aggregate number of shares of Common Stock subject to the option (and subject to applicable tax withholding or other amounts required by applicable law to be withheld).Options with a per share exercise price equal to or exceeding the Merger Consideration were cancelled without payment.
Immediately prior to the Effective Time, each award of restricted stock and restricted stock units covering shares of Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested, vested in full and was converted into the right to receive a cash payment equal to the product of the Merger Consideration and the aggregate number of shares of Common Stock subject to the award (and subject to applicable tax withholding or other amounts required by applicable law to be withheld).
The definitive proxy statement of Cotiviti, filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2018, and the supplemental disclosure to the proxy statement of Cotiviti, filed with the SEC on August 10, 2018, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Cotiviti in the Merger.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
