Signify Health, Inc.: M&A transaction — Signify Health completes merger with CVS Pharmacy; shareholders receive $30.50/share

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Matthew S. Holt, Kyle Armbrester, Taj J. Clayton, Heather Dixon, Arnold Goldberg, Brandon H. Hull, Kevin M. McNamara, Albert A. Notini, Kyle B. Peterson and Vivian E. Riefberg ceased to be directors on the Company’s board of directors or any committee thereof.

the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.

resulting from the exchange of OpCo Units (as defined below), that was outstanding immediately prior to the Effective Time, was canceled and converted into the right to receive $30.50 per share in cash, without interest (such per-share consideration, the “Per Share Consideration” and the aggregate consideration, the “Merger Consideration”). Additionally,

On March 29, 2023 (the “Payoff Date”), the Credit Agreement, dated as of June 22, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Credit Agreement”), by and among Cure Intermediate 3, LLC, Signify Health, LLC, as borrower, Barclays Bank PLC, as administrative agent and collateral agent and the lenders party thereto, was terminated.

In addition, the Tax Receivable Agreement, dated as of February 12, 2021 (the “TRA”), by and among the Company, OpCo and certain other parties thereto was terminated from and after the Effective Time pursuant to the Tax Receivable Agreement and LLC Agreement Amendment, dated as of September 2, 2022 (the “TRA Amendment”), by and among the Company, OpCo and certain other parties thereto and as previously disclosed on September 6, 2022.