VCA Inc. (NASDAQ:WOOF) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On January7, 2017, VCA Inc., a Delaware corporation (the
Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with MMI Holdings, Inc., a Delaware corporation
(Acquiror), Venice Merger Sub Inc., a Delaware corporation and
wholly owned subsidiary of Acquiror (Venice Merger Sub), and,
solely for purposes of Section9.15 of the Merger Agreement, Mars,
Incorporated, a Delaware corporation (Mars).

The Merger Agreement provides, among other things, that, subject
to the terms and conditions set forth therein, at the effective
time of the Merger (the Effective Time), (1)Venice Merger Sub
will be merged with and into the Company (the Merger), with the
Company continuing as the surviving corporation and wholly owned
subsidiary of Acquiror, and (2)each share of common stock, par
value $0.001 per share (Common Stock), of the Company issued
outstanding immediately prior to the Effective Time (other than
shares owned by the Company, any of the Companys subsidiaries,
Mars, Acquiror or Venice Merger Sub, or by stockholders who have
properly exercised and perfected appraisal rights under Delaware
law) will be cancelled and automatically converted into the right
to receive $93.00 in cash, without interest (the Merger
Consideration).

to the Merger Agreement, as of the Effective Time, (1)each option
to purchase shares of the Companys Common Stock (each, a Company
Option) that is outstanding and unexercised as of the Effective
Time (whether vested or unvested) shall be converted into the
right to receive an amount in cash equal to the product of (i)the
total number of shares of Common Stock subject to such Company
Option and (ii)the excess, if any, of the Merger Consideration
over the exercise price per share of Common Stock set forth in
such Company Option, (2)each award of restricted stock units
outstanding immediately prior to the Effective Time (whether
subject to service-based or performance-based vesting or delivery
requirements) shall fully vest as to the number of shares of
Common Stock issuable to such restricted stock unit (including,
with respect to performance-based restricted stock units, upon
attainment of any target level of performance applicable to such
restricted stock unit) and become free of any vesting, forfeiture
or other restriction and shall entitle the holder thereof to
receive an amount in cash equal to the product of (i)the number
of shares of Common Stock issuable to such restricted stock unit
and (ii)the Merger Consideration, and (3)each share of the
Companys restricted stock outstanding immediately prior to the
Effective Time shall vest and become free of any vesting,
forfeiture or other restrictions and shall entitle the holder
thereof to receive an amount in cash equal to the Merger
Consideration; provided, however, that the restricted stock
shares that were granted in 2016 and that do not vest by their
terms on or prior to December31, 2017 or, if later, the Effective
Time (the Unvested Proceeds) will vest and be paid to such
holder, together with an additional amount equal to the Unvested
Proceeds, on the first anniversary of the date of Closing (the
Closing Date) if such holder satisfied the vesting conditions for
the underlying award (determined as if the vesting date was no
earlier than the first anniversary of the Closing Date);
provided, further, that any such holder who is employed as of the
Closing Date, whose employment to the Company or any of its
subsidiaries terminates as a result of his or her death prior to
the first anniversary of the Closing Date will be treated as
having satisfied the vesting conditions for the underlying award
and such holders surviving spouse or designated beneficiary will
be entitled to payment of the Unvested Proceeds, together with an
additional amount equal to the Unvested Proceeds, no later than
the first regularly scheduled payroll date that is at least three
business days after the Company receives satisfactory proof of
the holders death.

The Board of Directors of the Company (the Board) has unanimously
approved the Merger Agreement and the transactions contemplated
thereby, including the Merger.

The closing of the Merger (the Closing) is subject to the
adoption of the Merger Agreement by the affirmative vote of the
holders of a majority of the issued and outstanding shares of
common stock of the Company (the Company Stockholder Approval).
The closing of the Merger is also subject to other customary
conditions, including (1)the absence of any order or law that
prohibits, enjoins or makes illegal the consummation of the
Merger, (2)the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended, and receipt of all other
clearances or approvals under other applicable antitrust laws,
(3)the accuracy of the representations and warranties contained
in the Merger Agreement (subject to certain materiality and
material adverse effect qualifications) and compliance with the
covenants and agreements in the Merger Agreement in all material
respects by the parties to the Merger Agreement, and (4)in the
case of Acquiror and Venice Merger Sub, the absence of a material
adverse effect relating to the Company.

The closing of the Merger is not subject to a financing
condition. Acquiror and Venice Merger Sub represented to the
Company in the Merger Agreement that they will have sufficient
funds at the closing of the Merger to pay all cash amounts
required to be paid by Acquiror and Venice Merger Sub under, or
in connection with, the Merger Agreement, including to fund the
aggregate Merger Consideration. to the terms of the Merger
Agreement, Mars has provided a limited guarantee of the
covenants, agreements and other obligations of Acquiror and
Venice Merger Sub (including the obligation to fund the aggregate
Merger Consideration).

The Company has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants (1)to conduct its business in the ordinary course and
consistent with past practice during the period between the
execution of the Merger Agreement and the closing of the Merger,
(2)not to engage in specified types of transactions (subject to
specified exceptions) during this period unless agreed to in
writing by Acquiror, (3)to convene and hold a meeting of its
stockholders for the purpose of obtaining the Company Stockholder
Approval and (4)subject to certain exceptions, not to change,
qualify, withhold, withdraw or modify in a manner adverse to
Acquiror the recommendation of the Board that the Companys
stockholders adopt the Merger Agreement.

The Merger Agreement also requires the Company to abide by
customary no-shop
restrictions on its ability to solicit alternative acquisition
proposals from third parties or to provide non-public information
to, and enter into discussions or negotiations with, third
parties regarding alternative acquisition proposals.

Each of the
Company, Acquiror and Venice Merger Sub has agreed to use their
respective reasonable best efforts to take all necessary action
to (1)submit all notifications and obtain all clearances,
consents, approvals, orders or authorizations of any governmental
entity under applicable antitrust laws, necessary for the
Closing, (2)provide to any governmental entity information
requested by such entity in connection with the Merger Agreement
and (3)contest and defend any objections that may be asserted by
any governmental entity to avoid entry of an order that would
prevent the Closing.

The Merger
Agreement contains certain termination rights, including the
right of the Company to terminate the Merger Agreement to accept
a superior acquisition proposal from a third party, and provides
that, upon termination of the Merger Agreement by the Company or
Acquiror under certain circumstances (including, among other
circumstances, a change of the Boards recommendation to
stockholders in favor of the Merger), a termination fee of
$275,000,000 will be payable by the Company.

Each of the
Company and Acquiror will be permitted to terminate the Merger
Agreement if the closing conditions set forth therein have not
been satisfied as of October6, 2017 (the Outside Date). However,
such Outside Date may be extended by either party to January5,
2018, and may be further extended by Acquiror to April6, 2018, in
each case, if all closing conditions (other than the closing
conditions that (x) all clearances and approvals under applicable
antitrust laws have been received and (y) there be no order by
any governmental authority, or pending litigation by any
governmental authority seeking an order, to prohibit, enjoin or
make illegal the Merger under applicable antitrust laws) have
been satisfied prior to the Outside Date (as extended, if
applicable); provided, that the closing condition that there be
no pending litigation by any governmental authority seeking an
order to prohibit, enjoin or make illegal the Merger under
applicable antitrust laws will be deemed to have been satisfied
10 business days prior to the Outside Date (as extended, if
applicable).

The foregoing
description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.

The Merger
Agreement has been included as an exhibit to this Current Report
on Form 8-K to provide investors with information regarding its
terms. It is not intended to provide any other factual
information about the Company. The representations, warranties
and covenants contained in the Merger Agreement were made only
for purposes of the Merger Agreement as of the specific dates
therein, were solely for the benefit of the parties to the Merger
Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk
among the parties to the Merger Agreement instead of establishing
these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ
from those applicable to investors. Stockholders should not rely
on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the
Companys public disclosures.

Indemnification
Agreement

On January7, 2017,
the Board approved a form of indemnification agreement (the
Indemnification Agreement) and authorized the Company to enter
into the Indemnification Agreement with each of its directors and
certain of its executive officers (each, an Indemnitee).

The
Indemnification Agreement clarifies and supplements the
indemnification rights and obligations of the Indemnitee and
Company already included in the Companys Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws (as
defined below). Under the terms of the Indemnification Agreement,
the Company, among other things, will indemnify each director and
officer for certain losses or expenses including attorneys fees,
judgments, fines and settlement amounts incurred by any such
person in any action or proceeding (other than certain
proceedings against the Company or securities laws claims),
including any action by or in the Companys right, arising out of
the persons services as the Companys director or officer or any
other company or enterprise, including the Companys subsidiaries,
to which the person provides services at the Companys
request.

The foregoing
description of the Indemnification Agreement does not purport to
be complete and is qualified in its entirety by reference to the
form of Indemnification Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.

Item5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Effective as of
January7, 2017, the Company entered into Indemnification
Agreements, which replace the indemnification agreements that
were previously in effect, with the following executive officers:
Robert L. Antin, Arthur J. Antin, Tomas W. Fuller, Neil Tauber,
Doug Drew and Josh Drake. A description of the form of
Indemnification Agreement has been provided above in Item 1.01
Entry Into Material Definitive Agreement of this Current Report
on Form 8-K.

On January7, 2017,
the Board, having determined that it was in the best interests of
the Company and its stockholders to amend and restate the bylaws
of the Company (the Bylaws), by resolution authorized, approved
and adopted amended and restated Bylaws, which became effective
on January7, 2017 (the Amended and Restated Bylaws).

The Amended and
Restated Bylaws, in addition to incorporating the two previously
adopted amendments to the Companys Third Amended and Restated
Bylaws, provide that, unless the Company consents in writing to
the selection of an alternative forum, the sole and exclusive
forum for (1)any derivative action or proceeding brought on
behalf of the Company, (2)any action asserting a claim for, or
based on, a breach of a fiduciary duty owed by any current or
former director or officer or other employee of the Company to
the Company or the Companys stockholders, including a claim
alleging the aiding and abetting of such a breach of a fiduciary
duty, (3)any action asserting a claim against the Company or any
current or former director or officer or other employee of the
Company arising to any provision of the Delaware General
Corporation Law (the DGCL) or the Companys Amended and Restated
Certificate of Incorporation or Bylaws, (4)any action asserting a
claim related to, or involving, the Company that is governed by
the internal affairs doctrine, or (5)any action asserting an
internal corporate claim as that term is defined in Section115 of
the DGCL shall be a state court located within the State of
Delaware (or, if no state court located within the State of
Delaware has jurisdiction, the federal court for the District of
Delaware), in all cases to the fullest extent permitted by law
and subject to the courts having personal jurisdiction over the
indispensable parties named as defendants.

The foregoing is a
summary of the Amended and Restated Bylaws, and such summary is
qualified in its entirety by the full text of the Amended and
Restated Bylaws, which are filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by reference.

Item8.01
Other Events.

The form of
Indemnification Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K replaces the form of Indemnification Agreement
filed as Exhibit 10.13 to the Companys registration statement on
Form S-1 filed on
August1, 2001.

Voting
Agreement