| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the entry into the Credit Agreement (the “Credit Agreement”) dated as of September 22, 2019, by and among Harlan Parent, LLC, a Delaware limited liability company (formerly known as Harlan Parent, Inc., “Parent”), Harlan Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), following the consummation of the acquisition and the Merger (as defined below), Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company” or “DFRG”), the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the consummation of the acquisition by Parent of the Company via the merger of Merger Sub with and into the Company, the Credit Agreement, dated as of June 27, 2018, by and among the Company, JPMorgan Chase Bank, and the lenders party thereto, as amended, was terminated and all obligations outstanding thereunder (other than customary obligations and other obligations subject to customary cash collateralization arrangements) were paid off and extinguished.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On September 25, 2019, pursuant to the terms of an Agreement and Plan of Merger, dated June 23, 2019 (the “Merger Agreement”), by and the Company, Parent and Merger Sub, the Company and Parent completed the merger, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub were formed by affiliates ofL Catterton. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
At the Effective Time, each:
| | (i) | share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) was cancelled and automatically converted into the right to receive cash in an amount equal to $8.00, without interest thereon (the “Per Share Price”), and net of any required withholding of taxes; |
| | (ii) | share of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company (each, a “Company Restricted Share”) outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash equal to the Per Share Price; |
| | (iii) | each option to purchase shares of Company Common Stock (each, a “Company Option”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the Per Share Price (less the exercise price per share attributable to such Company Option), multiplied by (2) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option, provided that if the exercise price per share of any such Company Option is equal to or greater than the Per Share Price, such Company Option was cancelled for no consideration; |
| | (iv) | each Company restricted share unit subject solely to time-vesting conditions (each, a “Company RSU”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the Per Share Price, multiplied by (2) the total number of shares of Company Common Stock subject to such Company RSU; and |
| | (v) | each Company restricted share unit subject to time and performance-vesting conditions (each, a “Company PSU”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the Per Share Price, multiplied by (2) the total number of shares of Company Common Stock subject to such Company PSU, with any performance-based vesting conditions deemed achieved at target-level performance (other than Company PSUs held by the Company’s Chief Executive Officer, which vested in accordance with the terms of his existing employment agreement). |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth under Item 2.01 is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified The Nasdaq Stock Market (“Nasdaq”) on September 25, 2019 that each outstanding share of Company Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger Agreement as described under Item 2.01, and the Company requested that Nasdaq file a Form 25 with the SEC to remove the Company Common Stock from listing on Nasdaq and deregister the Company Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Items 2.01 of this Current Report on Form8-K are incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Company Common Stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price.
