| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On January 20, 2022, Marlin Business Services Corp. (the “Company”) completed its previously announced merger (the “Merger”) with Madeira Merger Subsidiary, Inc. (“Merger Sub”), a wholly owned subsidiary of Madeira Holdings, LLC (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of April 18, 2021, by and among the Company, Merger Sub and Parent (the “Merger Agreement”). The Company was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly owned subsidiary of Parent, a subsidiary of funds managed by HPS Investment Partners, LLC.
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.01 per share, of the Company (each, a “Share”), other than Shares that are held by any record holder who is entitled to demand and properly demands payment of the fair cash value of such Shares as a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Subchapter 15D of the Pennsylvania Business Corporation Law of 1988, was cancelled and converted into the right to receive $23.50 per Share in cash, without interest (the “Merger Consideration”).
At the Effective Time: (i) with respect to each Share that is subject to any vesting, forfeiture, repurchase or other lapse restriction under the Company stock plans and outstanding immediately prior to the Effective Time, such vesting, forfeiture, repurchase or other lapse restriction lapsed and such restricted share fully vested and converted into the right to receive the Merger Consideration; (ii) each restricted stock unit in respect of Shares granted under the Company stock plans that was outstanding immediately prior to the Effective Time fully vested and cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration in respect of each underlying Share; (iii) each restricted stock unit in respect of Shares granted under the Company stock plans that was outstanding immediately prior to the Effective Time and that per its terms vests, in whole or in part, based on the achievement of a specified level of performance, (a) if awarded during December 2020, vested and was deemed satisfied based on actual performance determined as of the Effective Time in accordance with the terms thereof and (b) if awarded other than during December 2020, fully vested and was deemed satisfied at the target level of one hundred percent (100%), and in each case such vested units were cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration in respect of each underlying Share; and (iv) each stock option granted under the Company stock plans that was outstanding immediately prior to the Effective Time was cancelled for no consideration or payment.
The descriptions of the Merger Agreement and the transactions contemplated thereby contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full and complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 20, 2022, the Company notified the NASDAQ Global Select Market (“NASDAQ”) that the Merger was consummated, and on the same day trading of the Company’s common stock on NASDAQ was suspended. In addition, on January 20, 2022, the Company requested that NASDAQ file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of the Company’s common stock from NASDAQ.
The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations with respect to its common stock under Sections 13 and 15(d) of the Securities Exchange Act of 1934 be suspended.
| Item 3.03. | Material Modifications to Rights of Security Holders. |
The information set forth under Items 2.01 and Item 3.01 are incorporated herein by reference.
Holders of the Company’s common stock that was issued and outstanding prior to the Effective Time ceased to have any rights with respect to such securities (other than their right to receive the Merger Consideration), nor do they have any interest in the Company’s future earnings or growth.
