Current Report Filing (8-k)
09 11월 2017 - 6:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2017
Bankrate, Inc.
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Delaware
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1-35206
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65-0423422
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(State of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1675 Broadway, 22
nd
Floor
New York, New York 10019
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code: (917)
368-8600
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17-CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Current Report on Form
8-K
is being filed in connection with the closing on November 8, 2017
(the
Closing Date
) of the transactions contemplated by that certain Agreement and Plan of Merger (the
Merger Agreement
), dated as of July 2, 2017, by and among Bankrate, Inc. (the
Company
), Red Ventures Holdco, LP, a North Carolina limited partnership (
Parent
), and Baton Merger Corp., a Delaware corporation and wholly owned indirect subsidiary of Parent (
Merger Sub
).
Pursuant to the terms and conditions set forth in the Merger Agreement, on November 8, 2017, Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and as a wholly
owned indirect subsidiary of Parent.
Item 1.02
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Termination of a Material Definitive Agreement.
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On November 8, 2017, in connection
with the Merger, the Company repaid in full all indebtedness, liabilities and other obligations under, and terminated, the $70,000,000 Revolving Credit Agreement, dated as of August 7, 2013 (the
Credit Agreement
), by and
among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent. The Company did not incur any material early termination penalties as a result of
such termination of the Credit Agreement.
On October 12, 2017, in connection with the Merger, the Company provided a notice of
redemption in respect of all of its outstanding 6.125% Senior Notes due 2018 (the
Senior Notes
). The Senior Notes will be redeemed on November 11, 2017 in accordance with the Indenture, dated as of August 7, 2013 (the
Indenture
), by and among the Company, as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (the
Trustee
). In connection with the redemption of the Senior Notes, the
Company has caused to be irrevocably deposited with the Trustee cash in an amount sufficient to pay the redemption price payable in respect of all outstanding Senior Notes (including accrued and unpaid interest on the Senior Notes to, but excluding,
the redemption date), and all other sums payable by the Company under the Indenture. On November 8, 2017, at the request of the Company and pursuant to the provisions of the Indenture, the Trustee discharged the Indenture (other than with
respect to those obligations under the Indenture that expressly survive satisfaction and discharge).
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On November 8, 2017, Parent
completed its acquisition of the Company pursuant to the terms of the Merger Agreement.
At the effective time of the Merger (the
Effective Time
), each share of common stock, par value $0.01 per share, of the Company (the
Common Stock
) outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by the
Company, Parent, Merger Sub or any wholly owned subsidiary of the Company and shares of Common Stock owned by stockholders of the Company who properly demanded and did not withdraw a demand for, or lose their right to, appraisal rights pursuant to
Section 262 of the General Corporation Law of the State of Delaware, collectively, the
excluded shares
) was automatically cancelled and converted into the right to receive $14.00 in cash, without interest (the
Merger
Consideration
). The aggregate cash paid by Parent in the Merger (including certain debt repaid by the Company in connection with the Merger) was approximately $1.4 billion, and was funded by Parent with the proceeds of term loans
under Parents credit facility.
As of the Effective Time (unless otherwise agreed between Parent and a holder of a Company equity
award), (i) each option to acquire shares of Common Stock, whether vested or unvested, that was outstanding immediately prior to the Effective Time became fully vested and converted into the right to receive an amount in cash equal to the
product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (B) the number of shares subject to such option, and (ii) each restricted stock award and restricted stock
unit award that was outstanding immediately prior to the Effective Time (A) became fully vested, in the case of any such award that vests solely based on continued service, or (B) became vested to the extent provided for in the underlying
award agreement, in the case of any such award that vests based on performance, and, in each case, converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each vested share of Common Stock subject to
such award.
The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is
subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.01 to the Current Report on Form
8-K
filed by the Company with the Securities and Exchange Commission
(the
SEC
) on July 7, 2017, and is incorporated herein by reference.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth under Item 2.01 of this Current Report on Form
8-K
is incorporated by
reference into this Item 3.01.
On the Closing Date, the Company notified the New York Stock Exchange (
NYSE
) that the
Merger had been completed and requested that the NYSE (i) suspend trading of the Common Stock on the NYSE, (ii) withdraw the Common Stock from listing on the NYSE prior to the open of trading on November 9, 2017, and (iii) file
with the Securities and Exchange Commission (the
SEC
) a notification of removal from listing on Form 25 to delist the Common Stock from the NYSE and deregister the Common Stock under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the
Exchange Act
). As a result, the Common Stock will no longer be listed on the NYSE.
The
Company intends to file a Form 15 with the SEC terminating registration of the shares of Common Stock under Section 12(g) of the Exchange Act and suspending the Companys reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth under
Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form
8-K
is incorporated by reference into this Item 3.03.
As set forth under Item 2.01 of this Current Report on Form
8-K,
as of the Effective Time, all
outstanding shares of Common Stock (other than excluded shares), options to acquire shares of Common Stock, and restricted stock awards and restricted stock units with respect to shares of Common Stock were cancelled and converted into the right to
receive the respective consideration specified in the Merger Agreement.
Item 5.01
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Change in Control of Registrant.
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The information set forth under Items 2.01, 3.03 and
5.02 of this Current Report on Form
8-K
is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the
Company became a wholly owned indirect subsidiary of Parent.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth above under Item 2.01 of this Current Report on Form
8-K
is incorporated by
reference into this Item 5.02.
In connection with the Merger, at the Effective Time, the Companys directors and executive officers
ceased serving as directors and executive officers of the Company. The resignations of the Companys directors were not as a result of any disagreements between the Company and the resigning directors on any matters relating to the
Companys operations, policies or practices.
Item 5.03
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The
information set forth under Item 2.01 of this Current Report on Form
8-K
is incorporated by reference into this Item 5.03.
In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately
prior to the Effective Time, was amended and restated in its entirety. A copy of the amended and restated certificate of incorporation of the Company is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
In accordance with the Merger Agreement, at the Effective Time, the bylaws of Merger Sub became the bylaws of the Company. A copy of the
bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On the Closing Date, Parent issued a press release announcing
the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of July 2, 2017, by and among Bankrate, Inc., Red Ventures Holdco, LP and Baton Merger Corp. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company on July 7, 2017).
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3.1
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Third Amended and Restated Certificate of Incorporation of Bankrate, Inc.
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3.2
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Third Amended and Restated Bylaws of Bankrate, Inc.
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99.1
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Press Release, dated November 8, 2017.
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of July
2, 2017, by and among Bankrate, Inc., Red Ventures Holdco, LP and Baton Merger Corp. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company on July
7, 2017).
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3.1
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Third Amended and Restated Certificate of Incorporation of Bankrate, Inc.
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3.2
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Third Amended and Restated Bylaws of Bankrate, Inc.
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99.1
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Press Release, dated November 8, 2017.
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SIGNATURES
Pursuant 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.
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BATON HOLDING, LLC
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(as successor to Bankrate, Inc.)
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Date: November 8, 2017
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By:
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/s/ Mark A. Brodsky
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Name:
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Mark A. Brodsky
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Title:
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Vice President
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Bankrate, Inc. (delisted) (NYSE:RATE)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Bankrate, Inc. (delisted) (NYSE:RATE)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024