to Purchase), Atairos has agreed to proportionally increase the number of shares it sells pursuant to the Share Repurchase, up to an additional 429,005 shares, so as to continue to beneficially own approximately 36% of the Company’s outstanding shares immediately following the closing of the Share Repurchase (taking into account the shares purchased in the tender offer). If the tender offer is not fully subscribed and fewer than 3,644,859 shares are properly tendered and not properly withdrawn pursuant to the tender offer, the Company will repurchase that number of shares properly tendered and not properly withdrawn pursuant to the tender offer and the Company will repurchase only 3,364,486 shares from Atairos under the Repurchase Agreement. Pursuant to the Repurchase Agreement, Atairos has agreed that it will not, directly or indirectly, purchase or sell shares from the date of the Repurchase Agreement until the 11th business day after the Expiration Date. The Share Repurchase is scheduled to close on the 11th business day following the Expiration Date, or September 13, 2023. See Section 11 of the Offer to Purchase. The Share Repurchase is conditioned upon, among other matters, the completion of the tender offer, which, in turn, is subject to certain conditions, including the Financing Condition (as defined in the Offer to Purchase).
Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, the Company would purchase 5,981,308 pursuant to the tender offer and 3,364,486 shares pursuant to the Share Repurchase for an aggregate of 9,345,794 shares, representing approximately 16% of the Company’s outstanding shares as of July 27, 2023.
If more than 5,981,308 shares are properly tendered in the tender offer and not properly withdrawn, the Company reserves the right to exercise the Two Percent Upsize Option. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares of its common stock or to change the Purchase Price subject to applicable legal and regulatory requirements. See Section 1 of the Offer to Purchase.
The Company will pay the Purchase Price for shares properly tendered and not properly withdrawn pursuant to the tender offer, taking into account the total number of shares tendered. Upon the terms and subject to the conditions of the tender offer, if less than 5,981,308 shares are properly tendered and not properly withdrawn prior to the Expiration Date, the Company will buy all shares properly tendered and not properly withdrawn.
If the conditions to the tender offer have been satisfied or waived and more than 5,981,308 shares have been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will buy shares in the following order of priority:
•
first, from all stockholders of “odd lots” (holders of fewer than 100 shares) who properly tender all of their shares, complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery and do not properly withdraw them prior to the Expiration Date;
•
second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, from all other stockholders who properly tender shares and do not properly withdraw them before the Expiration Date; and
•
third, if necessary to permit the Company to purchase 5,981,308 shares (or such greater amount as the Company may elect to purchase, subject to applicable law), from stockholders who have tendered shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares and not properly withdrawn them prior to the Expiration Date. See Section 6 of the Offer to Purchase.
All shares tendered and not purchased pursuant to the tender offer, including shares not purchased because of proration and conditional tender provisions of the Offer to Purchase, will be returned to the tendering stockholders or, in the case of shares delivered by book-entry transfer, credited to the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) from which the transfer had previously been made, at the Company’s expense promptly following the Expiration Date and the guaranteed delivery period.
We request instructions as to whether you wish us to tender any or all of the shares held by us for your account, and if so, at what price you wish for your shares to be tendered, upon the terms and subject to the conditions of the tender offer set forth in the Offer to Purchase and the related Letter of Transmittal.
