| Item 3.03 | Material Modification to Rights of Security Holders. |
Pursuant to the terms of the Merger Agreement, at the Effective Time, all shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, each share of Common Stock held by any wholly-owned Company subsidiary and the Dissenting Shares, were converted into the right to receive the Merger Consideration and the holders of such shares of Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration, subject to the provisions set forth in the Merger Agreement.
Pursuant to the Merger Agreement and the terms therein, at the Effective Time: (a) each option to purchase Common Stock with an exercise price less than the Merger Consideration was canceled and converted into the right to receive an amount in cash per share equal to the difference between the exercise price and the Merger Consideration; (b) each option to purchase Common Stock with an exercise price equal to or greater than the Merger Consideration was canceled for no consideration; (c) each restricted stock unit (“RSU”) relating to shares of Common Stock, unless rolled over into the Company, was canceled and converted to the right to receive an amount in cash per share equal to the Merger Consideration on the original vesting date related to such RSU, and subject to satisfaction of the vesting conditions applicable to the RSU; (d) each rollover RSU will continue to vest in accordance with its terms and at the Effective Time was converted into the right to receive a number of shares ofnon-voting common stock of the Surviving Corporation, net of withholding, equal to the number of shares of Company common stock underlying the rollover RSU. Each holder of a rollover RSU will be entitled to exchange each share ofnon-voting common stock of the Surviving Corporation for one Class A limited partnership unit of Parent. If not so exchanged within 30 days, the Company will have the right to repurchase eachnon-voting common stock of the Company for $14.75 in cash.
Rollover Stockholders contributed to Parent such stockholders’ shares of Common Stock in exchange for equity interests of Parent and its general partner.
The information contained in Items 2.01, 3.01, 3.02 and 5.03 of this report is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
On November 29, 2018, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The members of the Karfunkel-Zyskind Family will continue to maintain a controlling interest in the Company through their rights to designate members to the board of managers of the general partner of Parent.
The aggregate consideration paid in connection with the Merger was $1,200,000,000, which was funded by equity financing from (a) Trident Pine Acquisition LP, a fund managed by Stone Point Capital, LLC (approximately $583.3 million), and(b) K-Z Evergreen, LLC, a Delaware limited liability company owned by the Karfunkel-Zyskind Family (approximately $291.6 million), (c) Madison Dearborn Partners ($125 million) and (d) Enstar Group Limited ($200 million).
The above description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as AnnexA-1 to the Company’s Definitive Proxy Statement filed on May 4, 2018, and as amended by Amendment No. 1 to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form8-K filed on June 7, 2018.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this report is incorporated herein by reference.
