Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On October 28, 2020, PTMN completed its previously announced acquisition of the Company, pursuant to that certain Agreement and Plan of
Merger (the Merger Agreement), dated as of June 24, 2020, by and among PTMN, the Company, Citadel Acquisition Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of PTMN (Acquisition Sub), and Sierra
Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser to PTMN (Sierra Crest). Pursuant to the Merger Agreement, Acquisition Sub was merged with and into the Company, with the Company
continuing as the surviving corporation and a direct wholly owned subsidiary of PTMN (the First Merger). Immediately following the First Merger, the Company was merged with and into PTMN, with PTMN continuing as the surviving corporation
(the Second Merger). As a result of, and as of the effective time of, the Second Merger, the Companys separate corporate existence ceased.
In accordance with the terms of the Merger Agreement, at the effective time of the First Merger (the Effective Time), each share
of common stock, par value $0.001 per share, of the Company (the Company Common Stock) issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or PTMN or any wholly owned subsidiary of the
Company or PTMN (other than shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that were beneficially owned by third parties) and all treasury shares (collectively, Cancelled
Shares)) was converted into the right to receive (i) an amount in cash, without interest, equal to approximately $1.19, and (ii) approximately 1.917 shares of common stock, par value $0.01 per share, of PTMN (the PTMN Common
Stock) (plus any applicable cash in lieu of fractional shares). As a result of the First Merger, PTMN issued an aggregate of approximately 30,765,640 shares of PTMN Common Stock to former stockholders of the Company. The Merger Agreement also
provides that each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding Cancelled Shares, will be entitled to receive, as additional consideration funded by Sierra Crest, an amount in cash, without
interest, equal to approximately $0.31.
The foregoing description of the Merger Agreement is a summary only and is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on June 25, 2020, and is
incorporated herein by reference.