Agreement. The Voting Agreements terminate upon the earlier of (i) the Outside Termination Date set forth in the Merger Agreement, being November 7, 2020 (as may be extended pursuant to the terms of the Merger Agreement), (ii) the closing of the transactions contemplated by the Merger Agreement, (iii) the termination of the Merger Agreement in accordance with its terms, (iv) with respect to any Voting Stockholder, the mutual written agreement of such Voting Stockholder and Parent, and (v) with respect to any Voting Stockholder, on the provision of written notice by such Voting Stockholder within 10 business days of any amendment to the Merger Agreement that (A) would require approval of the holders of Ordinary Shares and (B) is an amendment that has certain adverse effects specified in the Voting Agreements on the Voting Stockholder, such that the Voting Stockholder would not be required to vote in favor of the adoption of the Merger Agreement.
The purpose of the transactions contemplated by the Merger Agreement, Series A Preferred Share Purchase Agreement and Voting Agreements is to combine the business of the Issuer with the business of Parent.
The transactions contemplated by the Merger Agreement, Series A Preferred Share Purchase Agreement and Voting Agreements will, if consummated in accordance with their terms, result in certain or all of the actions contemplated by subparagraphs (a)-(j) of Item 4 of Schedule 13D, including, without limitation, (i) an extraordinary corporate transaction of the Issuer, (ii) the cessation of existing directors of the Issuer as directors of the Issuer and changes in management of the Issuer, (iii) material changes in the capitalization, dividend policy and corporate structure of the Issuer, (iv) the cessation of the Issuer’s status as a publicly listed company, and (v) termination of the Issuer’s Common Stock registration under the Act.
The forgoing descriptions of the Series A Preferred Share Purchase Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Voting Agreements and the Series A Preferred Share Purchase Agreement, copies of which are filed as Exhibit N, Exhibit O and Exhibit P hereto and are hereby incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of Ordinary Shares beneficially owned assumes that there 221,660,974 Ordinary Shares outstanding as of November 2, 2019, as reported by the Issuer in its quarterly report on Form10-Q filed on November 6, 2019.
The aggregate number and percentage of Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, 16,620,850 Ordinary Shares are directly held by CFS 1, 22,500,000 Ordinary Shares are directly held by CFS 2, 142,111 Ordinary Shares are directly held by Aiguille Fund, 4,147,302 Ordinary Shares are directly held by GSOAIV-5, 1,442,118 Ordinary Shares are directly held by GSO COFAIV-5, 50,912 Ordinary Shares are directly held by GSO D, 165,079 Ordinary Shares are directly held by GSO Alpha, 52,541 Ordinary Shares are directly held by GSO Churchill, 113,921 Ordinary Shares are directly held by GSOCredit-A, and 24,016 Ordinary Shares are directly held by GSO Harrington.
Additionally, Menes Chee, an employee of Blackstone and/or one of its affiliates and a director of the Issuer, was granted an aggregate of 42,743 restricted stock units of the Issuer (including a grant of 11,927 restricted stock units on January 2, 2020), of which 30,816 have vested. Pursuant to arrangements between Mr. Chee and Blackstone, Mr. Chee is required to transfer to Blackstone any and all compensation received in connection with his directorship for any company Blackstone invests in or advises. Blackstone has designated Blackstone Tactical Opportunities Advisors L.L.C. (“BTOA”) as the entity to receive the securities described herein. BTOA is an indirect subsidiary of Blackstone. As such, each of Blackstone, Blackstone Group Management L.L.C. and Stephen A. Schwarzman may be deemed to beneficially own the shares beneficially owned by BTOA.
