UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
Manning & Napier, Inc. (the “Company”) announced previously that it had entered into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2022, by and among Callodine Midco, Inc., a Delaware corporation (“Parent”), Callodine Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Corp Merger Sub, the Company, and Manning & Napier Group, LLC, a Delaware limited liability company, pursuant to which, among the other things, Corp Merger Sub will be merged with and into the Company (the “Corp Merger”), with the Company as the surviving corporation in the Corp Merger.
On September 28, 2022, the Company delivered to Parent a confirmatory notice that the Company thereby extends the Termination Date (as defined in the Merger Agreement) to December 1, 2022 (the “Notice of Outside Date Extension”), in accordance with Section 7.1(b)(i) of the Merger Agreement. The Corp Merger remains subject to regulatory clearance by the New Hampshire Banking Department and the Financial Industry Regulatory Authority, and the satisfaction or waiver of other customary closing conditions. The parties currently expect to close the transaction in October 2022.
A copy of the Notice of Outside Date Extension is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On September 28, 2022, the Company issued a press release announcing the delivery of the Notice of Outside Date Extension. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Notice of Outside Date Extension, dated September 28, 2022 | |
| 99.2 | Press release, dated September 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MANNING & NAPIER, INC. | ||||||
| By: | /s/ Sarah C. Turner | |||||
| Name: | Sarah C. Turner | |||||
| Title: | Corporate Secretary | |||||
Date: September 28, 2022