Article 1.01. The conclusion of an important definitive agreement.
In connection with the closing of the acquisition of
Among other things, the Addendum amends the Credit Agreement (as amended, the “Amended Credit Agreement”) (i) to fully refinance the existing term loan under the Credit Agreement with a new term loan, which has been fully advanced, in the total principal amount of
Borrowings under the Rider Credit Agreement bear interest, in the case of borrowings at the SOFR rate, at an annual rate equal to the applicable SOFR rate (but not less than 0.0%), increased by an adjustment between 0 , 10% and 0.25% depending on the interest period of each SOFR loan, plus an applicable margin, which varies from 1.25% to 2.00%, depending on the consolidated leverage ratio of the Company. Loans under the Amended Credit Agreement that are not SOFR rate loans bear interest at an annual rate equal to (i) the greater of (a) the Federal Funds rate in effect on that day plus 1/2 of 1.00%, (b) the last interest rate publicly announced by
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated in this Section 1.01 by reference.
Article 2.01. Completion of the acquisition or disposal of assets.
In accordance with the terms and subject to the conditions set out in the Merger Agreement, upon the Merger, each issued and outstanding common share of PK immediately before the Effective Time (as defined in the Merger Agreement ) (except for ordinary shares Shares held by the Company, Merger Sub, PK or any of their respective subsidiaries) and each PK Restricted Share Unit (“RSU”) issued and outstanding immediately prior to Time was canceled and converted to the right to receive (x) a cash amount at closing equal to the estimated merger consideration per share, plus (y) the amount, if any, of certain payments post-closing to holders of PK securities who have become payable for this ordinary PK or PK RSU share in accordance with the
Merger agreement. In accordance with the terms and subject to the conditions set out in the Merger Agreement, each option to purchase shares of PK outstanding immediately before the Effective Time that has vested or vested as a result of the Merger and which had an exercise price lower than the estimated price per share of the merger consideration, immediately before the entry into force of the merger, with the exception of the stock options of PK which were assumed by the Company in accordance with the merger agreement, has been automatically canceled and converted into a right to receive (x) a cash amount equal to the product (i) of the number of ordinary shares of PK subject to such an option purchase of shares and (ii) the difference between the exercise price of that stock option and the estimated merger consideration per share, plus (y) the amount, if any certain post-closing payments to holders of PK securities which have become due in respect of e this option to purchase shares in accordance with the merger agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Plan, which has been filed as Exhibit 2.1 of the current Form Report. 8-K filed by the Company on
Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.
The information set out in Section 1.01 of this current report on Form 8-K is incorporated in this Section 2.03 by reference.
Article 7.01. FD Regulation Disclosure. At
Article 9.01. Financial statements and supporting documents.
Exhibit No. Description 10.1 First Amendment to Credit Agreement and Joinder Agreement, dated as of
December 27, 2021, by and among Concentrix Corporation, the subsidiaries of Concentrix Corporationnamed therein, the lenders party thereto, and Bank of America, N.A., as administrative agent. 99.1 Press release issued by Concentrix Corporationon December 27, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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