In addition, pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, by virtue of the Merger, without any action on the part of Soleno, the Company, Purchaser or the holder thereof:
(i) each option to purchase Soleno Shares (each, a “Soleno Option”) that was outstanding and unexercised as of immediately prior to the Effective Time and that did not have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the total number of Soleno Shares subject to such Soleno Option immediately prior to such cancellation multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Soleno Share underlying such Soleno Option;
(ii) each Soleno Option that was outstanding and unexercised as of immediately prior to the Effective Time and that did have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and no holder thereof was entitled to any payment with respect to such Soleno Option before or after the Effective Time; and
(iii) each restricted stock unit award with respect to Soleno Shares (each, a “Soleno RSU Award”) that was outstanding immediately prior to the Effective Time, whether or not then vested, vested fully and was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the number of Soleno Shares subject to such Soleno RSU Award immediately prior to such cancellation multiplied by (y) the Offer Price.
All amounts payable to current or former Soleno employees with respect to Soleno Options and Soleno RSU Awards will be paid as soon as reasonably practicable after the Effective Time (but no later than fifteen (15) days after the Effective Time) and will be subject to deduction for any required tax withholding.
The Soleno Shares underlying all warrants to purchase Soleno Shares (“Soleno Warrants”) that were exercised prior to the Effective Time were treated in the same manner as each Soleno Share outstanding immediately prior to the Effective Time. All Soleno Warrants that were outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, were treated as being simultaneously cashless exercised as of immediately prior to the Effective Time, subject to deduction for any required withholding taxes, in accordance with the terms and conditions specified in the applicable Soleno Warrant and the related warrant termination agreements between Soleno and the respective holders of the Soleno Warrants.
The aggregate cash paid by the Company and Purchaser in the Offer and the Merger was approximately $2.9 billion, plus related fees and expenses, which was funded by the Company from its available cash on hand.
The foregoing summary of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026, and incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 14, 2026 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and the lenders party thereto. The Credit Agreement provides for a five-year, $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”).
Interest rates under the Revolving Credit Facility are variable and equal to, at the Company’s option, (i) Term SOFR (as defined in the Credit Agreement), plus a margin of 1.125% to 1.75% per annum, or (ii) an alternate base rate plus a margin of 0.125% to 0.75% per annum, in each case based on the lower of the applicable rates determined by reference to the Company’s total secured net leverage ratio and credit ratings from time to time.
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