secwatch / observer
8-K filed November 15, 2022, 6:59 PM ET CIK 0001169652
M&A confidence high sentiment neutral materiality 0.90

CHANNELADVISOR CORP: M&A transaction — CommerceHub completes ChannelAdvisor acquisition for $23.10/share; shares delisted

CHANNELADVISOR CORP

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

David J. Spitz

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Linda Crawford

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Himanshu S. Palsule

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Marshall A. Heinberg

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Timothy V. Williams

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

M. Scot Wingo

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Joseph L. Cowan

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Timothy J. Buckley

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
Departed

Janet R. Cowell

Director
CHANNELADVISOR CORP
Effective
2022-11-15
Filed
November 15, 2022, 6:59 PM ET
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

David J. Spitz departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Linda Crawford departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Himanshu S. Palsule departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marshall A. Heinberg departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Timothy V. Williams departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

M. Scot Wingo departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Joseph L. Cowan departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Timothy J. Buckley departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Janet R. Cowell departed as Director at CHANNELADVISOR CORP.

Action
ceased serving
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the “Closing”), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CHANNELADVISOR CORP underwent a change of control involving CommerceHub, Inc. for $23.10 in cash (closed 2022-11-15).

Action
change of control
Counterparty
CommerceHub, Inc.
Consideration
$23.10 in cash
Closing
2022-11-15
Exact text from the filing
of the Effective Time, had neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) was canceled and converted into the right to receive $23.10 in cash, without interest thereon (the “Merger Consideration”), subject to any withholding of taxes required by applicable law; (ii) option to purchase Shares (each, a “Company
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CHANNELADVISOR CORP terminated a credit facility with HSBC Bank USA, N.A..

Action
termination
Agreement
credit facility
Counterparty
HSBC Bank USA, N.A.
Exact text from the filing
the Company terminated that certain credit agreement, dated as of August 5, 2020, by and between the Company, as Borrower, and HSBC Bank USA, N.A., as Lender, including the release of all guarantees and liens related thereto.
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-22-285349
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