InterDigital, Inc. (NASDAQ:IDCC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Holding Company Reorganization
On April3, 2018, for the purpose of reorganizing its holding company structure, InterDigital, Inc., a Pennsylvania corporation and existing NASDAQ-listed registrant (the “Predecessor Company”), executed an Agreement and Plan of Merger (“Merger Agreement”) with InterDigital Parent, Inc., a Pennsylvania corporation (the “Successor Company”) 50% owned by the Predecessor Company, and another newly formed Pennsylvania corporation owned 50% by the Successor Company (“Merger Sub”). to the Merger Agreement, on April3, 2018, Merger Sub merged (the “Merger” or “Reorganization”) with and into the Predecessor Company with the Predecessor Company surviving. As a result of the Merger, the Predecessor Company is now a wholly-owned subsidiary of the Successor Company. Neither the business conducted by the Successor Company and the Predecessor Company in the aggregate, nor the consolidated assets and liabilities of the Successor Company and the Predecessor Company, in the aggregate, will change as a result of the Reorganization. A copy of the Merger Agreement is attached hereto as Exhibit 2.1.
At the time the Merger Agreement was executed, the Successor Company was a direct, wholly owned subsidiary of the Predecessor Company and Merger Sub was a wholly-owned subsidiary of the Successor Company and an indirect subsidiary of the Predecessor Company. to Section321(d)(4) of the Pennsylvania Business Corporation Law of 1988, shareholder approval was not required for the Merger.
By virtue of the Merger, each share of the Predecessor Company’s outstanding common stock has been converted, on a share-for-share basis, into a share of common stock of the Successor Company. As a result, each shareholder of the Predecessor Company has become the owner of an identical number of shares of common stock of the Successor Company.
Immediately following the Reorganization, the Successor Company was renamed as “InterDigital, Inc.” just like the Predecessor Company’s name prior to the Merger, and the Predecessor Company was renamed “InterDigital Wireless, Inc.” The Successor Company’s common stock will be traded under the name “InterDigital, Inc.” and will continue to be listed on the NASDAQ Global Select Market under the ticker symbol “IDCC.” Furthermore, the CUSIP number for the Successor Company’s common stock will be the same as the CUSIP number was for the Predecessor Company’s common stock.
In addition, each outstanding stock option and restricted stock unit (“RSU”) with respect to the acquisition of shares of the Predecessor Company’s common stock now represents an option or RSU, as the case may be, with respect to the acquisition of an identical number of shares of the Successor Company’s common stock, upon the same terms and conditions as the original option or RSU.
The conversion of shares of capital stock in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing shares of outstanding common stock of the Predecessor Company are deemed to represent the same number of shares of common stock in the Successor Company. Shareholders do not need to exchange their share certificates.
The provisions of the articles of incorporation and bylaws of the Successor Company, attached hereto as Exhibits 4.1 and 4.2, respectively, are the same as those of the Predecessor Company prior to the Merger. The authorized capital stock of the Successor Company, the designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also the same as those of the Predecessor Company immediately prior to the Merger. The directors and executive officers of the Successor Company are the same individuals who were directors and executive officers, respectively, of the Predecessor Company immediately prior to the Merger.
Upon consummation of the Merger, the Successor Company’s common stock was deemed to be registered under Section12(b) of the Securities Exchange Act of 1934, as amended, to Rule 12g-3(a) promulgated thereunder. For purposesof Rule 12g-3(a), the Successor Company, is the successor issuer to the Predecessor Company.
As previously disclosed, on March9, 2018, the Board of Directors of the Predecessor Company declared a regular quarterly cash dividend of $0.35 per share on the Predecessor Company’s common stock (the “Dividend”), payable on May1, 2018 (the “Dividend Payment Date”) to shareholders of record at the close of business on April23, 2018 (the “Dividend Record Date”). The Successor Company will pay the Dividend on the Dividend Payment Date to the shareholders of record of the Successor Company on the Dividend Record Date.
First Supplemental Indenture
On April3, 2018, the Predecessor Company (now known as InterDigital Wireless, Inc.) and the Successor Company (now known as InterDigital, Inc.) entered into a First Supplemental Indenture (the “Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to that certain Indenture, dated as of March11, 2015 (the “Indenture”), between the Predecessor Company and the Trustee, to which the Predecessor Company issued its 1.50% Senior Convertible Notes due 2020 (the “Notes”).
The Supplemental Indenture effects certain amendments to the Indenture in connection with the Merger which will, among other things, amend the conversion right of the Notes so that at the effective time of the Merger, the holder of each Note outstanding as of the effective time of the Merger will have the right to convert, subject to the terms of the Indenture, each $1,000 principal amount of such Note into the number of shares of the Successor Company’s common stock that a holder of a number of shares of the Predecessor Company’s common stock equal to the conversion rate immediately prior to the effective time of the Merger would have been entitled to receive upon the Merger. to the Supplemental Indenture, the conversion rate of the Notes immediately following the effective time of the Merger is now 13.9392 shares of the Successor Company’s common stock per $1,000 principal amount of Notes.
to the Supplemental Indenture, the Successor Company guaranteed the Predecessor Company’s obligations under the Notes and the Indenture.
A copy of the Supplemental Indenture, attached hereto as Exhibit4.3, is incorporated into this Item 1.01 by reference.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 under the heading “First Supplemental Indenture” is incorporated herein by reference.
| Item 1.01. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 under the heading “First Supplemental Indenture” is incorporated herein by reference.
| Item 1.01. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The relevant information contained in Item 1.01 is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of April3, 2018, by and among InterDigital, Inc., InterDigital Parent, Inc. and InterDigital Merger Sub, Inc. |
| 4.1 | Amended and Restated Articles of Incorporation of InterDigital, Inc. (as amended April3, 2018). |
| 4.2 | Amended and Restated Bylaws of InterDigital, Inc. |
| 4.3 | First Supplemental Indenture, dated as of April3, 2018, among InterDigital Wireless, Inc., InterDigital, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
InterDigital, Inc. ExhibitEX-2.1 2 d332095dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER,…To view the full exhibit click here
About InterDigital, Inc. (NASDAQ:IDCC)
InterDigital, Inc. designs and develops technologies for wireless communications. The Company has designed and developed a range of technologies that are used in digital cellular and wireless products and networks, including second generation (2G), third generation (3G), fourth generation (4G) and IEEE 802 related products and networks. The Company’s subsidiaries hold a portfolio of approximately 20,400 patents and patent applications related to a range of technologies, including the fundamental technologies that enable wireless communications. Products integrating its technologies include mobile devices, such as cellular phones, tablets, notebook computers and wireless personal digital assistants; wireless infrastructure equipment, such as base stations, and components, dongles and modules for wireless devices. The Company is focused on approximately two technology areas: cellular wireless technology and Internet of Things (IoT) technology.