INTRALINKS HOLDINGS, INC. (NYSE:IL) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on January 19, 2017, the Company
repaid in full all outstanding amounts under the:
repaid in full all outstanding amounts under the:
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Credit Agreement, dated as of February 24, 2014, by and
among the Company, Intralinks Inc. as Borrower, the financial institutions listed therein as Lenders, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent and J.P. Morgan Securities LLC as Lead Arranger and Sole Bookrunner; and |
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Credit Agreement, dated as of February 24, 2014, by and
among the Company and Intralinks International Holdings LLC as Guarantors, Intralinks Inc. as Borrower and JPMorgan Chase Bank, N.A. as Lender. |
The aggregate payoff amount was approximately $78.1 million and
included all accrued interest associated therewith.
included all accrued interest associated therewith.
Item 2.01 Completion of Acquisition of Disposition of Assets.
The disclosures under the Introductory Note and Item 3.01 are
incorporated herein by reference.
incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
On January 19, 2017, the Company (i) notified the New York Stock
Exchange (the NYSE) of the consummation of the Merger and (ii)
requested that the NYSE (x) suspend trading of the Company Common
Stock effective before the opening of trading on January 20, 2017
and (y) promptly file with the SEC a Form 25 Notification of
Removal from Listing and/or Registration to delist and deregister
the Company Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Company
intends to file with the SEC a certification on Form 15 under the
Exchange Act, requesting the suspension of the Companys reporting
obligations under Sections 13 and 15(d) of the Exchange Act with
respect to the Company Common Stock.
Exchange (the NYSE) of the consummation of the Merger and (ii)
requested that the NYSE (x) suspend trading of the Company Common
Stock effective before the opening of trading on January 20, 2017
and (y) promptly file with the SEC a Form 25 Notification of
Removal from Listing and/or Registration to delist and deregister
the Company Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Company
intends to file with the SEC a certification on Form 15 under the
Exchange Act, requesting the suspension of the Companys reporting
obligations under Sections 13 and 15(d) of the Exchange Act with
respect to the Company Common Stock.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01 and Item
5.03 are incorporated herein by reference.
5.03 are incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The disclosures under the Introductory Note and Item 3.01 are
incorporated herein by reference.
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
to the Merger Agreement, as of the Effective Time, Patrick J.
Wack, Jr., Brian J. Conway, Peter Gyenes, Thomas Hale, Habib
Kairouz, Robert C. McBride, Harsha Ramalingam, J. Chris Scalet
and Jim Steele each resigned and ceased to be directors of the
Company and members of any committee of the Companys Board of
Directors. These resignations were not a result of any
disagreement between the Company and the directors on any matter
relating to the Companys operations, policies or practices.
Wack, Jr., Brian J. Conway, Peter Gyenes, Thomas Hale, Habib
Kairouz, Robert C. McBride, Harsha Ramalingam, J. Chris Scalet
and Jim Steele each resigned and ceased to be directors of the
Company and members of any committee of the Companys Board of
Directors. These resignations were not a result of any
disagreement between the Company and the directors on any matter
relating to the Companys operations, policies or practices.
to the Merger Agreement, as of the Effective Time, the directors
and officers of Merger Sub immediately prior to the Effective
Time became the directors and officers of the Surviving
Corporation. The directors of Merger Sub immediately prior to the
effective time were Stephen G. Waldis, Karen L. Rosenberger and
Ronald J. Prague. Information regarding the new directors and
executive officers has been previously disclosed in Schedule 1 of
the Offer to Purchase as filed with the Tender Offer Statement on
Schedule TO, originally filed by the Purchaser on December 19,
2016.
and officers of Merger Sub immediately prior to the Effective
Time became the directors and officers of the Surviving
Corporation. The directors of Merger Sub immediately prior to the
effective time were Stephen G. Waldis, Karen L. Rosenberger and
Ronald J. Prague. Information regarding the new directors and
executive officers has been previously disclosed in Schedule 1 of
the Offer to Purchase as filed with the Tender Offer Statement on
Schedule TO, originally filed by the Purchaser on December 19,
2016.
In connection with the Merger, Aditya Joshi and Scott N. Semel
were given notices of termination, effective immediately prior to
the Effective Time. Mr. Joshi and Mr. Semel are entitled to
payments under the Senior Executive Severance Plan in accordance
with its terms and full vesting of their outstanding unvested
equity awards.
were given notices of termination, effective immediately prior to
the Effective Time. Mr. Joshi and Mr. Semel are entitled to
payments under the Senior Executive Severance Plan in accordance
with its terms and full vesting of their outstanding unvested
equity awards.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
to the terms of the Merger Agreement, as of the Effective Time,
the Companys certificate of incorporation was amended and
restated in its entirety. A copy of the Companys Amended and
Restated Certificate of Incorporation is included as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
the Companys certificate of incorporation was amended and
restated in its entirety. A copy of the Companys Amended and
Restated Certificate of Incorporation is included as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
to the terms of the Merger Agreement, as of the Effective Time,
the Companys bylaws were amended and restated in their entirety.
A copy of the Companys amended and restated bylaws is included as
Exhibit 3.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
the Companys bylaws were amended and restated in their entirety.
A copy of the Companys amended and restated bylaws is included as
Exhibit 3.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits:
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2.1
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Agreement and Plan of Merger, dated December 5, 2016,
among Synchronoss Technologies, Inc., GL Merger Sub, Inc. and Intralinks Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Intralinks Holdings, Inc.s Current Report on Form 8-K filed with the SEC on December 7, 2016 (File No. 001-34832))* |
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3.1
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Amended and Restated Certificate of Incorporation of
Intralinks Holdings, Inc., dated as of January 19, 2017 |
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3.2
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Amended and Restated Bylaws of Intralinks Holdings,
Inc., dated as of January 19, 2017 |
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*Schedules to the Agreement and Plan of Merger have been omitted
to Item 601(b)(2) of Regulation S-K. The registrant will furnish
copies of any such schedules to the U.S. Securities and Exchange
Commission upon request.
to Item 601(b)(2) of Regulation S-K. The registrant will furnish
copies of any such schedules to the U.S. Securities and Exchange
Commission upon request.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: January 19, 2017
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INTRALINKS HOLDINGS, INC.
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By:
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/s/ Ronald W. Hovsepian
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Ronald W. Hovsepian
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President and Chief Executive Officer
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EXHIBIT INDEX
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2.1
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Agreement and Plan of Merger, dated December 5, 2016,
among Synchronoss Technologies, Inc., GL Merger Sub, Inc. and Intralinks Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Intralinks Holdings, Inc.s Current Report on Form 8-K filed with the SEC on December 7, 2016 (File No. 001-34832))* |
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3.1
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Amended and Restated Certificate of Incorporation of
Intralinks Holdings, Inc., dated as of January 19, 2017 |
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3.2
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Amended and Restated Bylaws of Intralinks Holdings,
Inc., dated as of January 19, 2017 |
*Schedules to the Agreement and Plan of Merger have been omitted
About INTRALINKS HOLDINGS, INC. (NYSE:IL)
Intralinks Holdings, Inc. is a technology provider of software-as-a-service (SaaS) solutions for secure enterprise content collaboration within and among organizations. The Company’s cloud-based solutions enable organizations to manage, control, track, search, exchange and collaborate on sensitive information inside and outside the firewall. Its solutions enables its customers to manage electronic information, accelerate information-intensive business processes, optimize critical information workflows, meet regulatory and risk management requirements, and collaborate with business counterparties. The Company delivers its solutions through a cloud-based model, making them available on-demand over the Internet using a multi-tenant SaaS architecture. The Company serves enterprises and governmental agencies across a range of industries, including financial services, pharmaceutical, manufacturing, biotechnology, consumer, energy, legal, professional services, insurance and technology. INTRALINKS HOLDINGS, INC. (NYSE:IL) Recent Trading Information
INTRALINKS HOLDINGS, INC. (NYSE:IL) closed its last trading session 00.00 at 13.01 with 1,224,406 shares trading hands.