UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~December~~February 2419, ~~2020~~2021

Date of Report (Date of earliest event reported)

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)


0-28000		58-2213805
(Commission File Number)		(IRS Employer Identification No.)

600 Galleria Parkway, Suite 100,

Atlanta, Georgia

30339-5949

(Address of Principal Executive Offices)

(Zip Code)

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

PRGX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

As previously announced on December 24, 2020, PRGX Global, Inc., a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pluto Acquisitionco Inc., a Delaware corporation (“Parent”), and Pluto Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. Parent is an affiliate of Ardian North America Fund II, L.P. (“Ardian”).

OnIn ~~December 24,~~connection ~~2020,~~with ~~PRGX~~the ~~Global~~Merger, ~~Inc., a Georgia corporation (~~the “Company~~”),~~ ~~entered~~filed ~~into~~with anthe ~~Agreement~~Securities and ~~Plan~~Exchange ofCommission ~~Merger~~ (the “~~Merger Agreement~~SEC”) ~~with Pluto Acquisitionco Inc.,~~ a ~~Delaware~~definitive ~~corporation~~proxy ~~(“Parent”)~~statement, ~~and~~dated ~~Pluto Merger Sub Inc.~~January 29, a2021 ~~Georgia corporation and wholly owned subsidiary of Parent~~ (the “~~Merger~~Proxy ~~Sub~~Statement”)~~. Parent is an affiliate of Ardian North America Fund II~~, ~~L.P.~~which ~~The Merger Agreement provides that, upon~~ the ~~terms~~Company ~~and~~commenced ~~subject~~mailing to ~~the~~shareholders ~~conditions~~on ~~set~~or ~~forth~~about ~~therein~~January 29, ~~Merger~~2021. ~~Sub~~Set ~~will~~forth ~~merge~~below ~~with~~are ~~and~~supplemental ~~into~~disclosures ~~the~~relating ~~Company~~to (the “Merger~~”), with the Company surviving as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent~~.

AtSUPPLEMENTAL ~~the~~DISCLOSURES effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company, Parent or either of their respective direct or indirect wholly owned subsidiaries and (ii) held by any holder who has not voted in favor of the Merger and who is entitled to demand and has demanded and properly exercised dissenters’ rights under Georgia law) shall be converted into the right to receive $7.71 in cash, without interest (the “Per Share Price”).

~~Also~~Following atthe filing of the ~~Effective~~Proxy ~~Time~~Statement, ~~(i) each~~as ~~outstanding~~of ~~Company~~the ~~restricted~~date ~~stock~~of ~~unit~~this ~~award~~Current ~~(whether~~Report ~~vested~~on orForm ~~unvested)~~8-K, ~~will~~nine becomplaints ~~automatically~~have ~~cancelled~~been ~~and~~filed ~~converted~~on ~~into~~behalf ~~the~~of ~~right~~nine topurported ~~receive~~shareholders of the ~~Per~~Company ~~Share~~against ~~Price~~the ~~multiplied~~Company byand the ~~number~~members of ~~shares~~its ~~subject~~Board toof ~~such~~Directors. ~~restricted~~Of ~~stock~~those ~~unit~~nine ~~award~~complaints, ~~(ii) each~~four ~~outstanding~~were ~~Company~~filed ~~performance-based~~in ~~restricted~~the ~~stock~~United ~~unit~~States ~~award~~District ~~(whether~~Court ~~vested~~for orthe ~~unvested)~~Southern ~~will~~District beof ~~automatically~~New ~~cancelled~~York, ~~and~~one ~~converted~~of ~~into~~which ~~the~~also ~~right~~names toParent, ~~receive~~Merger ~~the~~Sub ~~Per~~and ~~Share~~Ardian ~~Price~~as ~~multiplied~~defendants, bytwo ~~the~~were ~~number~~filed ofin ~~shares~~the ~~subject~~United toStates ~~such~~District ~~performance-based~~Court ~~restricted~~for ~~stock~~the ~~unit~~District ~~award,~~of ~~assuming target performance~~Delaware, ~~(iii) each~~both ~~outstanding~~of ~~Company~~which ~~stock~~also ~~appreciation~~name ~~right~~Parent ~~award~~and ~~(whether~~Merger ~~vested~~Sub oras ~~unvested)~~defendants, ~~will~~and bethree ~~automatically~~were ~~cancelled~~filed ~~and,~~in ~~with~~the ~~respect~~United toStates ~~such~~District ~~stock~~Court ~~appreciation~~for ~~right~~the ~~awards~~Northern ~~for~~District ~~which~~of ~~the~~Georgia, ~~exercise~~Atlanta ~~price~~Division. ~~per~~Those ~~share~~complaints isare ~~less~~captioned ~~than~~as follows: ~~the~~Kross v. PRGX Global, ~~Per~~Inc., ~~Share~~et ~~Price~~al., ~~converted~~No. 1:21-cv-01024-KPF ~~into~~(S.D.N.Y.); ~~the~~Stein ~~right~~v. toPRGX ~~receive~~Global, ~~the~~Inc., ~~Per~~et ~~Share~~al., ~~Price~~No. 1:21-cv-01057-KPF ~~less~~(S.D.N.Y.); ~~the~~Freeman ~~applicable~~v. PRGX ~~exercise~~Global ~~price~~Inc., ~~per~~et ~~share~~al., ~~covered~~No. 1:21-cv-01429 by(S.D.N.Y.); ~~such~~Schulz ~~stock~~v. ~~appreciation~~PRGX ~~right~~Global, ~~award~~Inc., et al., No. 1:21-cv-01447 (ivS.D.N.Y.) ~~each~~; ~~outstanding~~Ciccotelli ~~Company~~v. ~~stock~~PRGX ~~option~~Global, ~~(whether~~Inc., ~~vested~~et oral., ~~unvested~~No. 1:21-cv-00156-UNA (D. Del.); ~~will~~Waterman bev. ~~automatically~~PRGX ~~cancelled~~Global, ~~and~~Inc., ~~with~~et ~~respect~~al., toNo. 1:21-cv-00178-UNA ~~such~~(D. ~~options~~Del.); ~~for~~Plumley ~~which~~v. ~~the~~PRGX ~~exercise~~Global, ~~price~~Inc., ~~per~~et ~~share~~al., isNo. 1:21-cv-00571-MHC ~~less~~(N.D. ~~than~~Ga.); ~~the~~Sabatini ~~Per~~v. ~~Share~~PRGX ~~Price~~Global, ~~converted~~Inc., ~~into~~et ~~the~~al., ~~right~~No. 1:21-cv-00586-MHC to(N.D. ~~receive~~Ga.); ~~the~~and ~~Per~~Finger ~~Share~~v. ~~Price~~PRGX ~~less~~Global, ~~the~~Inc., ~~applicable~~et ~~exercise~~al., ~~price~~No. 1:21-cv-00703-MHC (N.D. ~~per~~Ga.) ~~share~~(collectively, ~~with~~the ~~respect~~“Shareholder toActions”). ~~such~~The ~~stock~~Shareholder ~~option~~Actions ~~multiplied~~generally byallege that the ~~number~~Proxy ofStatement ~~shares~~omits ~~covered~~certain bymaterial ~~such~~information ~~stock~~in ~~option,~~violation of Section 14(va) ~~each~~ ~~Company~~of ~~restricted~~the ~~stock~~Securities ~~award~~Exchange ~~outstanding~~Act as of ~~immediately~~1934 ~~prior~~and toRule ~~the~~14a-9 ~~Effective~~promulgated ~~Time~~thereunder, ~~will be automatically cancelled~~ and ~~converted~~further ~~into~~that the ~~right~~members toof ~~receive~~ the ~~Per~~Company’s ~~Share~~Board ~~Price~~of ~~multiplied~~Directors byare ~~the~~liable ~~number~~for ofthose ~~shares~~omissions ofunder ~~Company~~Section 20(a) ~~restricted~~of ~~stock~~the ~~subject~~Securities toExchange ~~such~~Act ~~restricted~~of ~~stock~~1934. ~~award,~~One ~~and~~of ~~(vi)~~ the ~~Company~~Shareholder ~~Deferred~~Actions ~~Compensation~~also ~~Plan~~alleges ~~for~~a ~~Non-Employee~~state ~~Directors~~law ~~(the~~breach ~~“Directors~~of ~~Plan”)~~fiduciary ~~shall~~duty beclaim ~~terminated~~against ~~and~~the members of the ~~deferral~~Company’s ~~account~~Board of ~~each~~Directors ~~director~~with ~~participating~~respect into the ~~Directors~~same ~~Plan~~disclosures. ~~shall~~The berelief ~~distributed~~sought toin ~~each~~the ~~such~~Shareholder ~~director~~Actions includes, ~~including~~among ~~each~~other ~~share~~things, ofto ~~Company~~enjoin ~~common~~the ~~stock~~shareholder ~~otherwise~~vote ~~distributable~~scheduled ~~under~~for ~~the~~March 2, ~~Directors~~2021 ~~Plan,~~at which ~~shall~~the beCompany’s ~~valued~~shareholders ~~based~~will vote on ~~the~~a ~~Per~~proposal ~~Share~~to ~~Price~~adopt the Merger Agreement.

~~The~~While ~~parties~~the toCompany believes that the ~~Merger~~disclosures ~~Agreement~~set ~~have~~forth ~~each~~in ~~made~~the ~~customary~~Proxy ~~representations~~Statement ~~and~~comply ~~warranties~~fully inwith ~~the~~applicable ~~Merger~~law, ~~Agreement.~~and ~~The~~vigorously ~~representations,~~denies ~~warranties,~~any ~~covenants~~wrongdoing ~~and~~or ~~agreements~~liability ofwith respect to the ~~Company~~allegations ~~contained~~and inclaims ~~the~~asserted, ~~Merger~~or ~~Agreement~~which could have been ~~made~~asserted, ~~solely~~in ~~for~~the Shareholder Actions, to resolve the ~~benefit~~purported ofshareholders’ ~~Parent~~claims and ~~Merger~~moot ~~Sub.~~the Indisclosure ~~addition~~claims, ~~such~~to ~~representations~~avoid nuisance, ~~warranties~~potential expense, and ~~covenants:~~delay, ~~(i) have~~and ~~been~~to ~~made~~provide ~~only~~additional ~~for~~information ~~purposes~~to ofthe Company’s shareholders, the ~~Merger~~Company ~~Agreement;~~has ~~(ii) have~~determined ~~been~~to ~~qualified~~voluntarily bysupplement the Proxy Statement with the below disclosures (athe “Supplemental Disclosures”) ~~certain~~. ~~matters~~The ~~set~~Supplemental ~~forth~~Disclosures contained below should be read in conjunction with the ~~Company’s~~Proxy ~~filings~~Statement, ~~with~~which is available on the ~~Securities~~Internet ~~and~~site ~~Exchange~~maintained ~~Commission~~by (“the SEC”) at http://www.sec.gov. The Company and ~~(b) disclosures~~the ~~made~~other tonamed ~~Parent~~defendants ~~and~~deny ~~Merger~~that ~~Sub~~they inhave violated any laws or breached any duties to the ~~disclosure~~Company’s ~~letter~~shareholders. ~~delivered~~The inCompany ~~connection~~is ~~with~~providing the ~~Merger~~Supplemental ~~Agreement;~~Disclosures ~~(iii) are~~solely ~~subject~~to eliminate the burden and expense of litigation and to ~~certain~~avoid ~~materiality~~any ~~qualifications~~possible ~~contained~~disruption into the Merger ~~Agreement,~~that ~~which~~could ~~may~~result ~~differ~~ from ~~what~~further ~~may~~litigation. beNothing ~~viewed~~in asthe ~~material~~Supplemental byDisclosures ~~investors;~~should ~~and~~be ~~(iv) were~~deemed ~~made~~to ~~only~~be asan admission of the ~~date~~legal necessity or materiality of ~~the~~any ~~Merger~~Supplemental ~~Agreement~~Disclosure ~~and,~~under inapplicable laws. To the ~~event~~extent that the ~~closing~~information ~~occurs~~set forth below differs from or updates information contained in the Proxy Statement, asthe ofinformation set forth herein supersedes or supplements the ~~date~~information in the Proxy Statement. References to sections herein are references to the corresponding sections of the ~~closing,~~Proxy orStatement; ~~such~~all ~~other~~page ~~date~~references asare isto ~~specified~~pages in the Proxy Statement; and any capitalized terms that are used herein have the same meanings ascribed to them in the Proxy Statement.

~~Merger~~If ~~Agreement.~~you ~~Accordingly,~~have ~~the~~not ~~Merger~~already ~~Agreement~~voted isyour ~~included~~shares ~~with~~in ~~this~~connection ~~filing only to provide investors~~ with ~~information regarding~~ the ~~terms~~proposals ~~of the Merger Agreement, and not~~ to ~~provide~~be ~~investors~~decided ~~with~~at ~~any other factual information regarding~~ the Company,’s ~~its~~virtual ~~subsidiaries~~special ormeeting, ~~their~~you ~~respective businesses. Investors~~ are ~~not~~urged ~~third-party~~to ~~beneficiaries~~do ~~under~~so ~~the~~promptly. ~~Merger~~This ~~Agreement~~Form ~~and~~8-K ~~should~~does not ~~rely~~affect on the ~~representations,~~validity ~~warranties~~of ~~and~~any ~~covenants~~proxy card or ~~any~~voting ~~descriptions~~instructions ~~thereof~~that asthe ~~characterizations~~Company’s ofshareholders ~~the~~may ~~actual~~have ~~state~~previously ofreceived ~~facts~~ or ~~condition~~delivered. ofNo ~~the~~action ~~parties~~is ~~thereto~~required orby any ofCompany ~~their~~shareholder ~~respective~~who ~~subsidiaries~~has orpreviously ~~affiliates.~~delivered ~~Moreover,~~a ~~information~~proxy ~~concerning~~card ~~the~~or ~~subject~~voting ~~matter~~instructions ~~of representations~~ and ~~warranties~~who ~~may~~does ~~change~~not ~~after~~wish ~~the~~to ~~date~~revoke ofor ~~the~~change ~~Merger~~that ~~Agreement,~~proxy ~~which~~card ~~subsequent information may~~ or ~~may~~voting ~~not be fully reflected in the Company’s public disclosures~~instructions.

~~Voting~~The Proxy Statement is hereby amended and ~~Support~~supplemented ~~Agreements~~by replacing the fifth full paragraph on page 30, under the heading “THE MERGER– Background of the Merger”, as follows (with new text in underline):

InThroughout ~~connection~~the months of January and February 2020, PRGX management with the ~~Merger~~assistance ~~Agreement~~of Truist Securities worked to prepare a confidential information memorandum (“CIM”) for distribution to potentially interested third parties. Also during this period, PRGX management worked with the ~~Company,~~assistance ~~Parent~~of Truist Securities and ~~Merger~~PRGX’s ~~Sub~~legal ~~have~~team ~~simultaneously~~to ~~entered~~begin ~~into~~preparations ~~voting~~for populating an online data room, developing a list of potential buyers and ~~support~~preparing ~~agreements~~a (form of non-disclosure agreement, which included a customary standstill provision restricting the counterparty from taking certain actions with respect to the Company and its securities and a “~~Support~~don’t ~~Agreements~~ask, don’t waive” (“DADW”) provision, both of which would fall away if the Company entered into, and publicly announced, a definitive agreement with ~~certain~~respect ~~shareholders~~to ~~(collectively~~a ~~representing~~transaction ~~approximately~~involving ~~13.86%~~all or a controlling portion of the ~~outstanding~~Company’s ~~shares~~equity securities or all or substantially all of the Company’s ~~common~~assets. ~~stock)~~Representatives ~~pursuant~~of Truist Securities continued to ~~which~~correspond ~~such~~with ~~shareholders~~the ~~have~~Transaction ~~agreed~~Committee regularly during this period to ~~vote~~monitor inmarket ~~favor~~conditions ofand the ~~Merger~~Company’s ~~Agreement~~financial ~~and~~performance ~~approve~~for potentially launching the ~~transactions~~process ~~contemplated~~in ~~thereby~~the spring. In late February and early March 2020, ~~including~~economic conditions in the ~~Merger,~~United ~~among~~States ~~other~~and ~~things~~globally became increasingly affected by the COVID-19 coronavirus pandemic. ~~The~~At ~~Support~~its ~~Agreements~~regularly ~~will~~scheduled ~~terminate~~Board meeting in ~~certain~~March ~~circumstances~~2020, ~~including~~the ~~upon~~Board ~~consummation~~determined ofthat due to the ~~Merger~~economic oruncertainty associated with COVID-19, it would pause the ~~termination~~work ofon the ~~Merger~~proposed ~~Agreement,~~process inand ~~accordance~~assess ~~with~~market ~~its~~conditions ~~terms~~for a potential launch of a process at a later time.

~~Conditions~~The Proxy Statement is hereby amended and supplemented by replacing the sixth full paragraph beginning on page 30, under the heading “THE MERGER– Background of the Merger”, as follows (with new text in underline):

~~Consummation~~In ofearly April 2020, the ~~Merger~~Company isreceived ~~subject~~expressions toof ~~certain~~interest ~~customary~~from ~~conditions,~~Sponsor ~~including,~~A ~~without~~and ~~limitation:~~another ~~(i) the~~financial ~~adoption~~sponsor ofregarding ~~the~~discussions ~~Merger~~related ~~Agreement~~to ~~and~~a ~~approval~~potential oftransaction. ~~the~~Following ~~Merger~~execution byof ~~the~~non-disclosure ~~affirmative~~agreements, ~~vote~~which ofincluded the ~~holders~~customary ofstandstill atand ~~least~~DADW aprovisions ~~majority~~discussed ofabove, Sponsor A and the ~~outstanding~~other ~~shares~~financial ofsponsor ~~common~~conducted ~~stock~~preliminary ofdue diligence on the Company;. ~~and~~Separately, ~~(ii) the~~in ~~expiration~~early orMay ~~termination~~2020, of the ~~applicable~~Company ~~waiting~~received ~~period~~an ~~under~~expression ~~the~~of ~~Hart-Scott-Rodino~~interest ~~Antitrust~~in ~~Improvements~~discussions ~~Act~~from ofan ~~1976,~~additional asfinancial ~~amended~~sponsor. ~~The~~This ~~obligation~~third offinancial ~~each~~sponsor ofalso ~~the~~executed ~~Company~~a non-disclosure agreement, ~~Parent~~which ~~and~~also ~~Merger~~included ~~Sub~~the tocustomary ~~consummate~~standstill ~~the~~and ~~Merger~~DADW isprovisions ~~also~~discussed ~~conditioned~~above, ~~upon~~and ~~the~~conducted ~~other~~preliminary ~~party’s~~due ~~representations~~diligence. Throughout May and ~~warranties~~early ~~being~~June ~~true~~2020, ~~and~~these ~~correct~~parties ~~(subject~~conducted topreliminary ~~certain~~due ~~materiality~~diligence ~~qualifications,~~through ~~including~~a ~~qualifications~~review ~~with~~of ~~respect~~materials toin athe ~~Company~~online ~~Material~~data ~~Adverse~~room ~~Effect~~and ~~(as~~telephonic ~~defined~~diligence insessions ~~the~~with ~~Merger~~members ~~Agreement))~~of PRGX management. The ~~obligation~~Company’s ofreported ~~Parent~~trailing ~~and~~twelve ~~Merger~~month ~~Sub~~Adjusted toEBITDA ~~consummate~~through the ~~Merger~~first isquarter ~~conditioned~~of ~~upon~~2020 ~~there~~was ~~having~~approximately ~~been~~$23.8 million no(compared ~~Company~~to ~~Material~~approximately ~~Adverse~~$32.3 million ~~Effect~~for ~~(as~~the ~~defined~~twelve inmonths ~~the~~ending ~~Merger~~September 30, ~~Agreement~~2020). ~~with~~Following ~~respect~~further discussions, two of the ~~Company~~three ~~and~~parties ~~its~~expressed ~~subsidiaries~~that they did not wish to continue further diligence for reasons related to their internal resources and priorities.

The ~~consummation~~Proxy ofStatement ~~the~~is ~~Merger~~hereby isamended ~~not~~and ~~subject~~supplemented toby areplacing ~~financing~~the ~~condition~~second ~~though~~full ~~Parent~~paragraph ~~will~~on bepage ~~using~~31, ~~equity~~under ~~and~~the ~~debt~~heading ~~financing~~“THE toMERGER– ~~fund~~Background of the Merger”, ~~Consideration.~~as follows (with new text in underline):

~~Pursuant~~During to the ~~terms~~week of ~~the~~July 6, ~~Merger~~2020, ~~Agreement~~another party, ~~each~~Strategic ofA, expressed interest in a potential transaction with the Company and ~~Parent~~executed ~~are~~a ~~required~~non-disclosure toagreement, ~~use~~which ~~reasonable~~included ~~best~~the ~~efforts~~customary tostandstill ~~consummate~~and DADW provisions discussed above, with the ~~Merger~~Company on July 10, 2020 and began to conduct preliminary due diligence.

~~Termination~~The Proxy Statement is hereby amended and ~~Termination~~supplemented ~~Fees;~~by ~~Expenses~~replacing the fifth full paragraph on page 31, under the heading “THE MERGER– Background of the Merger”, as follows (with new text in underline):

~~The~~On ~~Merger~~July 30, ~~Agreement~~2020, ~~contains~~at ~~certain~~the request of the Board, Truist Securities began distributing the anonymous teaser and form of non-disclosure agreement, which included the customary ~~termination~~standstill ~~rights~~and ~~for~~DADW provisions discussed above. Over the course of the next two weeks, Truist Securities, at the Board’s direction and on the Company’s behalf, contacted a total of 134 potential buyers, consisting of 15 potential strategic buyers and ~~Parent~~119 potential financial sponsors. 49 buyers declined to execute the non-disclosure agreement. Many of these buyers cited a lack of strategic fit or concerns related to a transaction with a public company and the complexities associated with such a transaction. Upon receipt of an executed non-disclosure agreement from each of the remaining parties, including customary standstill and DADW provisions, Truist Securities delivered a ~~right~~CIM byto ~~either~~the interested party and granted access to ~~terminate~~the online data room. Overall, Truist Securities delivered a CIM to 85 interested parties, including three potential strategic buyers and 82 financial sponsors. Over the ~~Merger~~next ~~Agreement~~several ifweeks, representatives of the ~~Merger~~Company iscontinued ~~not~~to ~~consummated~~populate bythe ~~April 30~~data room with additional financial and other information regarding the Company. During this same time period, ~~2021~~representatives of Troutman began to prepare a form of bid merger agreement.

~~Upon~~The ~~termination~~Proxy ofStatement ~~the~~is ~~Merger~~hereby ~~Agreement~~amended ~~due to a Company breach, the Company will be required to pay Parent’s actual~~ and ~~reasonable~~supplemented ~~out-of-pocket expenses incurred in connection with the Merger. Upon termination of the Merger Agreement due to the failure of the Company to receive approval of the Merger~~ by ~~the~~replacing ~~affirmative vote of~~ the ~~holders~~third offull atparagraph ~~least~~on apage ~~majority~~45 ofunder the ~~outstanding~~heading ~~shares~~“THE ofMERGER– ~~common~~Opinion ~~stock~~ of the Company,’s ~~the~~Financial ~~Company~~Advisor ~~will~~– beDiscounted ~~required~~Cash toFlow ~~pay~~Analysis” ~~Parent~~as afollows ~~termination~~(with ~~fee~~new oftext ~~$5,375,000~~in ~~plus~~underline ~~the actual~~ and ~~reasonable~~removing ~~out-of-pocket~~text ~~expenses~~that ~~incurred~~is bystruck ~~Parent~~through): ~~in connection with~~

Truist Securities performed the ~~Merger.~~discounted ~~Upon~~cash ~~termination~~flow analysis of the ~~Merger~~Company ~~Agreement~~by ~~under~~calculating ~~other~~the ~~specified~~estimated ~~circumstances~~net present value of the projected unlevered free cash flows (calculated as earnings before interest and taxes, ~~including~~less ~~involving~~taxes, anplus ~~alternative~~depreciation ~~transaction~~and amortization, less capital expenditures and less the amount of any increase or ~~change~~plus the amount of any decrease in ~~recommendation~~net byworking capital) of the Company’s ~~Board~~based ofon ~~Directors~~the Management Projections for the years 2021 to 2024. Taking into account its experience and professional judgment, Truist Securities applied perpetuity growth rates ranging from 0.0% to 2.0%, taking into account its experience and professional judgment, and discount rates ranging from 13.0% to 14.0% to the ~~Company~~year ~~will~~2024 beestimated ~~required~~unlevered free cash flow of the Company to ~~pay~~calculate ~~Parent~~the a ~~termination~~range ~~fee~~of terminal values of the Company of $9201.4 million to $261.4 million as of 2024. The net present values of the projected unlevered free cash flows and terminal values of the Company were then calculated using discount rates ranging from 13.0% to 14.0%,~~775~~ taking into account Truist Securities’ experience and professional judgment and an estimate of the Company’s weighted average cost of capital by application of the capital asset pricing model. The capital asset pricing model requires certain company-specific inputs,~~000~~ including the company’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally.

~~Upon~~The ~~termination~~Proxy ofStatement is hereby amended and supplemented by replacing the ~~Merger~~first ~~Agreement~~and ~~under~~second ~~specified~~full ~~circumstances,~~paragraphs ~~Parent~~on ~~will~~page be46 ~~required~~under tothe ~~pay~~heading “THE MERGER– Opinion of the Company’s aFinancial ~~termination~~Advisor ~~fee~~– ofOther ~~$11,730,000.~~Matters” as follows (with new text in underline):

~~Guarantee~~Truist Securities was retained by the Company as its financial advisor based on Truist Securities’ experience and reputation and Truist Securities’ knowledge of the Company and its industry. For its services as financial advisor to the Company, Truist Securities will receive a transaction fee (contingent upon the consummation of the Merger) based on the value of the proposed Merger, which fee is currently estimated to be approximately $3,750,000. Upon the rendering of its opinion, Truist Securities became entitled to a fee of $750,000, which is creditable to the extent previously paid against the transaction fee. In addition, the Company has agreed to reimburse certain expenses incurred by Truist Securities in connection with its engagement and to indemnify Truist Securities and certain related parties for certain liabilities arising out of its engagement.

~~Ardian~~SunTrust ~~North~~Bank, ~~America~~a ~~Fund~~predecessor IIto Truist Bank, Lpreviously served as administrative agent and issuing bank under the Company’s prior credit facility, which was terminated and repaid in March 2019.P. ~~has~~In ~~provided~~addition, Truist Securities and its affiliates may in the future provide investment banking and other financial services to the Company, Parent, and/or ~~Merger~~certain ~~Sub~~of ~~with~~their respective affiliates for which Truist Securities and its affiliates would expect to receive compensation. Truist Securities is a ~~limited~~full ~~guarantee~~service ~~(the~~securities ~~“Guarantee”)~~firm engaged in ~~favor~~securities oftrading ~~the~~and ~~Company~~brokerage ~~guaranteeing~~activities as well as providing investment banking and other financial services. In the ~~payment~~ordinary course of ~~certain~~business, ~~monetary~~Truist ~~obligations~~Securities ~~that~~and its affiliates may beacquire, ~~owned~~hold byor ~~Parent~~sell, for its and ~~Merger~~its ~~Sub~~affiliates’ toown accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, ~~pursuant~~Parent toand/or certain of their respective affiliates and any other company that may be involved in the Merger, ~~Agreement~~as well as provide investment banking and other financial services to such companies. In addition, Truist Securities and its affiliates (including ~~any~~Truist ~~termination~~Bank ~~fee~~and ~~that~~Truist Financial Corporation) may ~~become~~have ~~payable~~other byfinancing and business relationships with the Company, Parent asand ~~described~~their ~~above~~respective affiliates.

~~Governance~~The ~~Matters~~Proxy Statement is hereby amended and supplemented by replacing the first two paragraphs on page 56, under the heading “THE MERGER– Interests of Certain Persons in the Merger – Potential for Future Employment Arrangements”, as follows (with new text in underline and removing text that is struck through):

~~The~~To ~~Merger~~our ~~Agreement provides~~knowledge, ~~among~~while ~~other~~Ardian ~~things,~~expressed asan ofinterest in retaining the ~~Effective~~management ~~Time~~team, ~~that~~no ~~the~~employment, ~~directors~~equity ofcontribution ~~Merger~~or ~~Sub~~other atagreement, ~~the~~arrangement ~~Effective~~or ~~Time~~understanding ~~shall~~between beany ~~the~~executive ~~directors~~officer ofor ~~the~~director ~~Surviving~~of ~~Corporation~~PRGX, ~~and~~on the ~~officers~~one ofhand, ~~Company~~and ~~shall~~Parent, beMerger ~~the~~Sub, ~~officers~~any of ~~the~~their ~~Surviving~~affiliates ~~Corporation.~~or ~~In addition~~PRGX, aton the ~~Effective~~other ~~Time~~hand, ~~the~~existed ~~bylaws~~as of ~~Merger Sub in effect immediately prior to~~ the ~~Effective~~date ~~Time shall be the bylaws~~ of ~~the~~this ~~Surviving~~proxy ~~Corporation~~statement, and the ~~articles~~Merger ofis ~~incorporation~~not ofconditioned ~~the~~upon ~~Surviving~~any ~~Corporation~~executive ~~shall~~officer beor ~~amended~~director ~~and restated to read substantially identically to the articles~~ of ~~incorporation~~PRGX ofentering ~~Merger~~into ~~Sub~~any assuch inagreement, ~~effect~~arrangement ~~immediately~~or ~~prior to the Effective Time~~understanding.

NoWhile, ~~Shop~~to ~~Provisions~~our knowledge, no executive officer or director of PRGX engaged in any negotiations with the Parent regarding employment, compensation or equity participation in the Surviving Corporation prior to the execution of the Merger Agreement, it is possible that certain members of our current management team will enter into employment arrangements with the Surviving Corporation which may become effective following the completion of the Merger. Such arrangements may include the right to purchase or participate in the equity of the Surviving Corporation or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into before the Merger and will not become effective until after the Merger is completed, if at all. There can be no assurance that any parties will reach an agreement on any terms, or at all.

The Merger Agreement requires that the Company not solicit proposals relating to alternative transactions and not enter into discussions concerning or provide confidential information in connection with alternative transactions. These restrictions are subject to a “fiduciary out” provision that allows the Company under certain limited circumstances to provide information to, participate in negotiations and discussions with, and enter into an alternative transaction with a third party and/or to make a recommendation change adverse to the Merger, which may result in payment of a termination fee as described above.

Delisting and Registration

Following the closing of the Merger, the Company will request that Nasdaq file with the SEC a notification on Form 25 to delist its common stock from listing on The Nasdaq Global Select Market and deregister its shares of common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, following the filing of the Form 25, the Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the shares of its common stock and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

The foregoing summary of the Merger Agreement, the Support Agreements and the Guarantee, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of these agreements, which are filed as Exhibit 2.1, Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated by reference.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, both implied and express statements regarding the completion of the transaction and timing for closing, the benefits expected from the transaction, and the Company’s current expectations and projections relating to its future performance and business following closing. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from the historical results or from any results expressed or implied by such forward-looking statements. Risks that could cause actual results to differ materially from those in the forward-looking statements include: the risks that the transaction will not close in the timeframe expected, or at all; the risk that the expected benefits and effects of the transaction will not be achieved; the risk that the requisite number of the Company’s shareholders fail to approve the transaction; the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the risk that the Company’s business will suffer due to uncertainty related to the transaction; and other general economic and business risks. For a discussion of other risk factors that may impact the Company’s business, please see the Company’s filings with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

Additional Information and Where to Find It

In connection with the Merger, the Company ~~intends~~filed ~~to file~~ a proxy statement with the SEC in connection with its solicitation of proxies regarding the shareholder vote to approve the merger. COMPANY SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THE PROXY CARD AND ANY OTHER RELATED MATERIALS FILED WITH THE SEC ~~WHEN THESE DOCUMENTS BECOME AVAILABLE~~ BEFORE MAKING ANY DECISION WITH RESPECT TO THE MERGER, BECAUSE THESE DOCUMENTS ~~WILL~~ CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO. Shareholders of the Company ~~will~~may ~~be able to~~ obtain a free copy of these documents ~~(when they become available)~~ and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders ~~will~~may ~~be able to~~ obtain a free copy of the proxy statement and all related documents filed by the Company with the SEC ~~(when they become available)~~ from the Company’s website at www.prgx.com.

Participants in the Solicitation

The Company and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 12, 2020, and its definitive proxy statement for the 2020 annual meeting of shareholders, which was filed with the SEC on April 29, 2020 (the “2020 Proxy Statement”). To the extent that holdings of the Company’s securities have changed since the amounts printed in the 2020 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the Merger, which may, in some cases, be different than those of the Company’s shareholders generally, will be included in the proxy statement relating to the Merger when it is filed by the Company with the SEC. These documents ~~(when available)~~ may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at www.prgx.com.

Item 3.03 Material Modification to Rights of Security Holders.

See Item 1.01. Under the Merger Agreement, the Company’s ability to pay dividends prior to the closing of the Merger is restricted.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, Kurt Abkemeier, Chief Financial Officer and Treasurer, may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”). To mitigate the potential impact of Section 280G on the Company and Mr. Abkemeier and to preserve certain tax deductions for the Company, in accordance with the terms of the Merger Agreement the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors approved an early payment in 2020 of a portion (which otherwise would have been paid in 2021) of the payment expected to be made to Mr. Abkemeier under the Company’s 2020 Short Term Incentive Plan in an amount of $250,000.

Item 8.01. Other Events.

Press Release

On December 24, 2020, the Company, issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.3 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1		Agreement and Plan of Merger, dated as of December 24, 2020, by and among PRGX Global, Inc., Pluto Acquisitionco Inc. and Pluto Merger Sub Inc.*
99.1		Form of Voting and Support Agreement, by and among PRGX Global, Inc., Pluto Acquisitionco Inc. and Pluto Merger Sub Inc., and certain shareholders of PRGX Global, Inc.
99.2		Guarantee, dated as of December 24, 2020, by and between PRGX Global, Inc. and Ardian North America Fund II, L.P.
99.3		Press Release dated December 24, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PRGX Global, Inc.

By:		/s/ Victor A. Allums
		Victor A. Allums
		Senior Vice President, General Counsel and Secretary

Dated: ~~December~~February 2819, ~~2020~~2021

Filing Compare · PRGX GLOBAL, INC.