8-K
filed November 22, 2024, 6:59 PM ET
CIK 0001305168
M&A
confidence high
sentiment neutral
materiality 0.90
ARC DOCUMENT SOLUTIONS, INC.: M&A transaction — ARC Document Solutions acquired by TechPrint Holdings for $3.40/share, goes private
ARC DOCUMENT SOLUTIONS, INC.
- Merger completed Nov 22, 2024; stockholders receive $3.40/share cash; total consideration ~$240M.
- NYSE delisting filed; company will deregister and suspend SEC reporting obligations.
- New $125M term loan and $60M revolver from lenders led by U.S. Bank to finance merger.
- Board of directors replaced; CEO Suriyakumar resigns; new board includes Pathiratne, Wijesuriya, Avalos.
- Transaction led by Acquisition Group including CEO, President, CFO, CTO, and private investors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jorge Avalos was appointed as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Sujeewa Sean Pathiratne, Dilantha Wijesuriya and Jorge Avalos, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cheryl Cook resigned as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, on November 22, 2024, at the Effective Time, each of Tracey Luttrell, Bradford L. Brooks, Cheryl Cook, Mark W. Mealy and Kumarakulasingam Suriyakumar submitted his or her resignation from the board of directors of the Company (the “Board”) and from all committees of the Board on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kumarakulasingam Suriyakumar resigned as Chief Executive Officer at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
At the Effective Time, Kumarakulasingam Suriyakumar resigned as Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rahul K. Roy was appointed as Chief Technology Officer at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- Chief Technology Officer
Exact text from the filing
Rahul K. Roy was appointed as Chief Technology Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tracey Luttrell resigned as Corporate Secretary at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Corporate Secretary
Exact text from the filing
and Tracey Luttrell resigned as Corporate Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jorge Avalos was appointed as Treasurer, Secretary and Chief Financial Officer at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- Treasurer, Secretary and Chief Financial Officer
Exact text from the filing
Jorge Avalos was appointed as Treasurer, Secretary and Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bradford L. Brooks resigned as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, on November 22, 2024, at the Effective Time, each of Tracey Luttrell, Bradford L. Brooks, Cheryl Cook, Mark W. Mealy and Kumarakulasingam Suriyakumar submitted his or her resignation from the board of directors of the Company (the “Board”) and from all committees of the Board on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tracey Luttrell resigned as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, on November 22, 2024, at the Effective Time, each of Tracey Luttrell, Bradford L. Brooks, Cheryl Cook, Mark W. Mealy and Kumarakulasingam Suriyakumar submitted his or her resignation from the board of directors of the Company (the “Board”) and from all committees of the Board on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sujeewa Sean Pathiratne was appointed as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Sujeewa Sean Pathiratne, Dilantha Wijesuriya and Jorge Avalos, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dilantha Wijesuriya was appointed as President and Chief Operating Officer at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
Dilantha Wijesuriya was appointed as President and Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kumarakulasingam Suriyakumar resigned as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, on November 22, 2024, at the Effective Time, each of Tracey Luttrell, Bradford L. Brooks, Cheryl Cook, Mark W. Mealy and Kumarakulasingam Suriyakumar submitted his or her resignation from the board of directors of the Company (the “Board”) and from all committees of the Board on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dilantha Wijesuriya was appointed as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of the Effective Time, each of Sujeewa Sean Pathiratne, Dilantha Wijesuriya and Jorge Avalos, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark W. Mealy resigned as Director at ARC DOCUMENT SOLUTIONS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, on November 22, 2024, at the Effective Time, each of Tracey Luttrell, Bradford L. Brooks, Cheryl Cook, Mark W. Mealy and Kumarakulasingam Suriyakumar submitted his or her resignation from the board of directors of the Company (the “Board”) and from all committees of the Board on which such director served.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ARC DOCUMENT SOLUTIONS, INC.: The Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, (i) the Company’s Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Company’s Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ARC DOCUMENT SOLUTIONS, INC.: The Third Amended and Restated Bylaws were amended and restated in their entirety, resulting in the Fourth Amended and Restated Bylaws.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, (i) the Company’s Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Company’s Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ARC DOCUMENT SOLUTIONS, INC. underwent a change of control involving TechPrint Holdings, LLC (Parent) and TechPrint Merger Sub, Inc. for $3.40 per share (closed 2024-11-22).
- Action
- change of control
- Counterparty
- TechPrint Holdings, LLC (Parent) and TechPrint Merger Sub, Inc.
- Consideration
- $3.40 per share
- Closing
- 2024-11-22
Exact text from the filing
Shares” and, together with (i)-(iv), the “Excluded Shares”)) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $3.40 per share, payable to the holder thereof, without interest thereon (the “Merger Consideration”). For purposes of this Current Report on Form 8-K, the term “Acquisition Group”
View on SEC.gov
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