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| RVR > SEC Filings for RVR > Form 8-K on 14-Feb-2013 | All Recent SEC Filings |
14-Feb-2013
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Sta
On February 14, 2013, the Company notified the NYSE MKT of the effectiveness of the Merger. In connection therewith, the Company informed NYSE MKT that each outstanding share of the Company's common stock, no par value per share, other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company or Parent, was automatically converted into the right to receive $21.93 in cash, without interest and less any applicable withholding taxes, as such amount may be adjusted pursuant to the terms of the Merger Agreement (the "Merger Consideration"), and requested that the NYSE MKT file with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that shares of the Company's common stock are no longer listed on NYSE MKT. The Company expects its common stock to be delisted prior to the opening of trading on February 15, 2013.
In connection with the consummation of the Merger, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company and Parent) was converted into the right to receive the Merger Consideration. Upon the effective time of the Merger, the Company's shareholders immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration).
On February 14, 2013, pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation. As a result of the Merger, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company and Parent) was automatically converted into the right to receive the Merger Consideration. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent. Parent drew on committed equity investments and used approximately $20.3 million of cash borrowings under a secured credit facility to fund the payment of the Merger Consideration. As previously disclosed, the Merger Consideration to be paid in the Merger, and consequently the per share Merger Consideration to be paid to White River's shareholders, is subject to adjustment based on the aggregate amount of certain expenses incurred by White River (or incurred by Coastal Credit on behalf of White River) through the closing. The final adjustment to the Merger Consideration will be determined within 10 business days after closing. No later than five business days thereafter, the paying agent for the Merger will deliver transmittal materials to White River's shareholders advising them how to exchange their White river shares for the Merger Consideration.
In connection with the consummation of the Merger and the terms of the Merger Agreement, the tenures on the Company's board of directors of each of John M. Eggemeyer, III, Thomas C. Heagy, Daniel W. Porter, John W. Rose, and Richard D. Waterfield automatically ended, and the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the surviving corporation. In addition, in connection with the consummation of the Merger, the employments of each of John M. Eggemeyer, III, the Chairman and Chief Executive Officer of the Company, and Martin J. Szumski, the Chief Financial Officer and Senior Vice President of the Company, terminated at the effective time of the Merger on February 14, 2013.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on February 14, 2013, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company.
In connection with the consummation of the Merger, the articles of incorporation and bylaws of the Company in effect immediately prior to the effective time of the Merger were amended and restated in their entirety. The amended and restated articles of incorporation and amended and restated bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
On February 11, 2013, at a special meeting of the shareholders of the Company, the Company's shareholders approved the proposal to adopt the Merger Agreement. The shareholders of the Company also approved a non-binding advisory proposal to approve the compensation that may become payable to the Company's named executive officers in connection with the Merger. The shareholders of the Company also voted to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the special meeting to adopt the Merger Agreement. The special meeting was not adjourned to a later date.
The final voting results for each proposal are set forth below:
Proposal 1: Approval and adoption of the Merger Agreement
For Against Abstain Broker Non-Votes 2,367,372 528,422 1,551 0
Proposal 2: Approval of the non-binding advisory proposal to approve the compensation that may become payable to the Company's named executive officers in connection with the Merger
For Against Abstain Broker Non-Votes 2,377,091 516,882 3,372 0
Proposal 3: Approval of the adjournment of the special meeting
For Against Abstain Broker Non-Votes 2,368,961 527,182 1,202 0
In connection with the closing of the Merger, White River and Parthenon issued a joint press release. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among Coastal Credit
Holdings, Inc., Coastal Credit Merger Sub, Inc., and White
River Capital, Inc., dated as of November 15, 2012
(incorporated by reference to Exhibit 2.1 to Current Report on
Form 8-K dated November 15, 2012)
3.1 Second Amended and Restated Articles of Incorporation
3.2 Amended and Restated Bylaws
99.1 Press Release dated February 14, 2013
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