NeuStar, Inc. (NYSE:NSR) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
In connection with the completion of the Merger, Neustar’s certificate of incorporation and by-laws were amended and restated so as to read in their entirety as the certificate of incorporation and by-laws that were attached as exhibits to the Merger Agreement. The Fifth Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-Laws of Neustar are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
On August8, 2017, Neustar, Golden Gate Private Equity, Inc. and GIC Special Investments Pte. Ltd. issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 1.02. | Financial Statements, Pro Forma Financial Information and Exhibits |
(d) Exhibits.
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Exhibit No. |
Title |
| 2.1 | Agreement and Plan of Merger, dated as of December14, 2016, by and among NeuStar, Inc., Aerial Topco, L.P. and Aerial Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to NeuStar, Inc.’s Current Report on Form8-K filed with the SEC on December14, 2016) |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of NeuStar, Inc. |
| 3.2 | Second Amended and Restated By-Laws of NeuStar, Inc. |
| 99.1 | Press Release, dated August8, 2017 |
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NEUSTAR INC ExhibitEX-3.1 2 d434981dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEUSTAR,…To view the full exhibit click here
About NeuStar, Inc. (NYSE:NSR)
Neustar, Inc. is a real-time provider of cloud-based information services, enabling marketing and information technology (IT) security professionals to promote and protect their businesses. The Company operates data registries and uses its expertise to deliver actionable, data-driven insights that help clients make business decisions in real time, one customer interaction at a time.