Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Pursuant to the Merger Agreement, on March 25, 2016, Purchaser commenced a tender offer (the “
Offer
”) to acquire all of the outstanding shares of common stock, par value $0.01 per share, of the Company (“
Shares
”), for $28.50 per Share, net to the seller in cash (the “
Offer Price
”), without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2016 (as amended or supplemented), and the related Letter of Transmittal.
The Offer expired at 12:00 midnight, New York City time, on April 21, 2016 (the “
Expiration Time
”), (one minute after 11:59 p.m., New York City time on April 21, 2016), as scheduled, and was not extended. The American Stock Transfer & Trust Company, LLC, the depositary and paying agent in the Offer (the “
Depositary and Paying Agent
”), advised Purchaser that, as of the Expiration Time, a total of 32,103,659 Shares had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 68.2% of the outstanding Shares. As a result, on April 22, 2016, Purchaser accepted for payment (such time of acceptance for payment, the “
Acceptance Time
”) all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Time, and payment for such Shares was made on April 27, 2016 to the Depositary and Paying Agent, which will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer. The Depositary and Paying Agent also advised Parent and Purchaser that, as of the Expiration Time, it received Notices of Guaranteed Delivery with respect to 4,465,161 additional Shares, representing approximately 9.5% of the outstanding Shares.
On April 27, 2016, prior to the Effective Time (as defined below), Ray Berry and Brett Berry exchanged Shares beneficially owned by them representing approximately 9.8% of the outstanding Shares (the “
Rollover Shares
”) for an indirect equity interest in Parent pursuant to the Rollover, Contribution and Exchange Agreement dated as of March 12, 2016, with Parent, and did not tender the Rollover Shares in the Offer.
This summary does not purport to be complete and is qualified in its entirety by the Rollover Agreement and the Support Agreement, copies of which have been filed as Exhibits (d)(5) and (d)(6), respectively, to the Schedule TO and which are incorporated herein by reference.
On April 27, 2016, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation (the “
Merger
”). Upon completion of the Merger, the Company became a wholly owned subsidiary of Parent. The Merger was effected without a vote or meeting of the Company stockholders pursuant to Section 251(h) of the Delaware General Corporation Law (the “
DGCL
”). At the effective time of the Merger (the “
Effective Time
”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares subject to forfeiture conditions, (ii) Shares owned by the Company as treasury stock, (iii) Shares accepted by Purchaser in the Offer and (iv) Shares owned by any stockholders who properly exercised their appraisal rights under Section 262 of the DGCL in connection with the Merger) was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price (without interest and less any applicable tax withholding).
The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $1.36 billion, including related transaction fees and expenses. Parent and Purchaser funded the payment of Shares from (i) the proceeds of the debt financing described above under Item 1.01 of this Current Report on Form 8-K, (ii) an equity investment of approximately $530 million and (iii) cash on hand at the Company following the Merger.
The foregoing summary description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 14, 2016, and is incorporated by reference into this Item 2.01.