8-K
filed January 24, 2023, 6:59 PM ET
CIK 0001576169
M&A
confidence high
sentiment neutral
materiality 0.75
Benefitfocus, Inc.: M&A transaction — Voya Financial completes acquisition of Benefitfocus for $10.50 per share in cash
Benefitfocus, Inc.
- Acquisition closed Jan 24, 2023; Benefitfocus stockholders received $10.50 per share in cash.
- Benefitfocus common stock delisted from Nasdaq; ceased trading prior to market open on Jan 24.
- Voya now serves ~38M individuals across workplace benefits; Benefitfocus becomes wholly owned subsidiary.
- Outstanding 1.25% Convertible Notes due 2023 now convertible into cash; repurchase option at ~$1,002.33 per $1,000 principal.
- Board of directors replaced; Michael R. Katz and Michelle P. Luk appointed as directors of surviving corporation.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Benefitfocus, Inc. faced acceleration on convertible notes of $1,000 principal amount at 1.25% maturing 2023.
- Instrument
- convertible notes
- Principal
- $1,000 principal amount
- Rate
- 1.25%
- Maturity
- 2023
- Event
- acceleration
Exact text from the filing
The consummation of the Merger also constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indenture). Pursuant to the Indenture, each Holder (as defined in the Indenture) has the option, subject to certain conditions, to require the Company to repurchase the Notes of such Holder in a principal amount equal to $1,000 or an integral multiple thereof on February 22, 2023 (the “Fundamental Change Repurchase Date”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael R. Katz was appointed as Director at Benefitfocus, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Michael R. Katz and Michelle P. Luk will be the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle P. Luk was appointed as Director at Benefitfocus, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Michael R. Katz and Michelle P. Luk will be the directors of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Benefitfocus, Inc.: The Company's bylaws were amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Immediately following the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Benefitfocus, Inc.: The Company's certificate of incorporation was amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
Immediately following the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Benefitfocus, Inc. underwent a change of control involving Voya Financial, Inc. for $10.50 per share in cash (closed 2023-01-24).
- Action
- change of control
- Counterparty
- Voya Financial, Inc.
- Consideration
- $10.50 per share in cash
- Closing
- 2023-01-24
Exact text from the filing
did not vote in favor of the Merger and have properly demanded and not withdrawn or otherwise lost appraisal rights under Delaware law) was converted into the right to receive $10.50 per share in cash, without interest and subject to any applicable withholding taxes (the “Per Share Common Stock Merger Consideration”) and (ii) each share of the Series A
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Benefitfocus, Inc. amended First Supplemental Indenture with U.S. Bank Trust Company, National Association (effective 2023-01-24).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Effective
- 2023-01-24
Exact text from the filing
the Company and the Trustee entered into a First Supplemental Indenture to the Indenture, dated as of January 24, 2023 (the "First Supplemental Indenture")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Benefitfocus, Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and sole bookrunner and Wells Fargo Securities, LLC and Regions Bank as joint lead arrangers (effective 2023-01-24).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and sole bookrunner and Wells Fargo Securities, LLC and Regions Bank as joint lead arrangers
- Effective
- 2023-01-24
Exact text from the filing
on January 24, 2023, all outstanding obligations in respect of principal, interest and fees under that certain Credit Agreement, dated as of August 17, 2022 (the "Credit Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and sole bookrunner and Wells Fargo Securities, LLC and Regions Bank as joint lead arrangers, were repaid, and the Credit Agreement and all liens arising thereunder were terminated
View on SEC.gov
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