WisdomTree Investments, Inc. (NASDAQ:WETF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement
| • | Other redemption rights unrelated to stockholder approval. In the event that: (a)the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Preferred Shares requested by ETF Securities to be converted; or (b)ETF Securities does not, upon completion of a change of control of the Company, receive the same amount per Preferred Share as it would have received had each outstanding Preferred Share been converted into common stock immediately prior to the change of control, ETF Securities will have the right, at its option, to require the Company to redeem all the Preferred Shares specified to be converted during the period of time specified in the Certificate of Designations. Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the 30-trading day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000. Such redemption payment will be made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that begins on a date following the date ETF Securities exercises such redemption right. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit3.1 | Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of WisdomTree Investments, Inc., filed with the Secretary of State of the State of Delaware on April10, 2018. |
| Exhibit 4.1 | Investor Rights Agreement, dated April11, 2018, between the Company and ETF Securities. |
| Exhibit 10.1 | Credit Agreement, dated April 11, 2018, by and among the Company, WisdomTree International, certain subsidiaries of the Company as guarantors, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, L/C Issuer and lender. |
| Exhibit 10.2 | Waiver and Variation Agreement, dated April11, 2018, by and among the Company, WisdomTree International and ETF Securities Limited. |
| Exhibit99.1 | Press Release, dated April12, 2018. |
5
WisdomTree Investments, Inc. ExhibitEX-3.1 2 d563842dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK OF WISDOMTREE INVESTMENTS,…To view the full exhibit click here
About WisdomTree Investments, Inc. (NASDAQ:WETF)
WisdomTree Investments, Inc. is an asset management company that focuses on exchange-traded funds (ETFs). The Company’s family of ETFs includes fundamentally weighted funds that track its own indexes, funds that track third party indexes and actively managed funds. The Company operates through exchange traded products (ETP) sponsor and asset manager providing investment advisory services segment. The Company distributes its ETFs through a range of channels within the asset management industry, including brokerage firms, registered investment advisers and institutional investors. The Company offers a family of approximately 86 ETFs. Its portfolio of the United States listed products includes International Hedged Equity ETFs, Equity ETFs, Fixed Income ETFs, Currency ETFs, Alternative Strategy ETFs and Commodity ETFs. Its portfolio of Non-the United States listed products include WisdomTree UCITS ETFs, and Boost Short and Leveraged ETPs.
