--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-082993" form_type: "8-K" ticker: null cik: "0001828182" company_name: "Signify Health, Inc." filed_at: "2023-03-29T23:59:59+00:00" generated_at: "2026-06-17T10:57:21.504047+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Signify Health completes merger with CVS Pharmacy; shareholders receive $30.50/share ## Summary - Merger closed March 29, 2023; each share of Class A common stock converted to $30.50 in cash. - Company becomes wholly owned subsidiary of CVS Pharmacy; stock to be delisted from NYSE. - Credit agreement terminated; outstanding loans of ~$352.4M repaid in full. - Board of directors replaced; all prior directors ceased, new directors from merger sub appointed. - Certificate of incorporation and bylaws amended and restated. ## SEC filing metadata - accession: 0001193125-23-082993 - form_type: 8-K - cik: 0001828182 - company_name: Signify Health, Inc. - filed_at: 2023-03-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/d467122d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-082993 - JSON: https://secwatch.observer/filing/0001193125-23-082993.json - Plain text: https://secwatch.observer/filing/0001193125-23-082993.txt ## Key facts - Executive change Kyle Armbrester departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Vivian E. Riefberg departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Heather Dixon departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Taj J. Clayton departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Matthew S. Holt departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Brandon H. Hull departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Arnold Goldberg departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Kevin M. McNamara departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Kyle B. Peterson departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Executive change Albert A. Notini departed as Director at Signify Health, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Governance Changes Signify Health, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - M&A Transactions Signify Health, Inc. underwent a change of control involving CVS Pharmacy, Inc. for $30.50 per share in cash (closed 2023-03-29). - Action: change of control - Counterparty: CVS Pharmacy, Inc. - Consideration: $30.50 per share in cash - Closing: 2023-03-29 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Material Agreements Signify Health, Inc. terminated Credit Agreement with Barclays Bank PLC valued at Repaid in full all outstanding loans and other obligations - $352,423,600.83 (effective 2023-03-29). - Action: termination - Agreement: credit facility - Counterparty: Barclays Bank PLC - Value: Repaid in full all outstanding loans and other obligations - $352,423,600.83 - Effective: 2023-03-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm - Material Agreements Signify Health, Inc. terminated Tax Receivable Agreement with OpCo valued at Terminated from and after the Effective Time pursuant to the TRA Amendment (effective 2023-03-29). - Action: termination - Counterparty: OpCo - Value: Terminated from and after the Effective Time pursuant to the TRA Amendment - Effective: 2023-03-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828182/000119312523082993/0001193125-23-082993-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.