Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The Offer and all withdrawal rights thereunder
expired at 12:00 midnight, New York City time, at the end of November 4, 2016. The Offer was not extended. The depositary for the Offer has advised that, as of the expiration of the Offer, a total of 43,826,362 Shares had been validly tendered
and not validly withdrawn from the Offer (not including 4,434,551 Shares tendered pursuant to notices of guaranteed delivery), representing approximately 77% of the Shares then outstanding. The aggregate number of Shares validly tendered and not
validly withdrawn from the Offer satisfies the Minimum Tender Condition (as defined in the Merger Agreement) that the number of Shares validly tendered and received and not validly withdrawn prior to the expiration of the Offer, when added to the
Shares, if any, owned by Merger Sub or its affiliates, represents in the aggregate at least one more share than 50% of the Shares outstanding as of the Expiration Time. All conditions to the Offer having been satisfied or waived, Purchaser accepted
for payment and is promptly paying for in accordance with the terms of the Offer, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer, the remaining conditions set forth in the Merger Agreement to the merger of Purchaser with and into the Company were
satisfied. On November 7, 2016, Parent completed its acquisition of the Company by consummating the merger of Merger Sub with and into the Company, without a meeting of stockholders of the Company, in accordance with Section 251(h) of the
Delaware General Corporation Law of the State of Delaware (
DGCL
), and with the Company continuing as the surviving corporation (the
Surviving Corporation
) and a wholly-owned subsidiary of Parent (the
Merger
).
At the effective time of the Merger (the
Effective Time
), each outstanding Share (other than Shares
irrevocably accepted for purchase pursuant to the Offer, Shares owned by Parent, Merger Sub or the Company (as treasury stock), any wholly-owned subsidiary of Parent, Merger Sub or the Company, in each case immediately prior to the Effective Time,
or Shares owned by a holder who is entitled to and has properly demanded and perfected appraisal of such Shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) was automatically canceled and converted
automatically into the right to receive an amount in cash equal to the Offer Price.
In addition, as a result of the Merger, (i) all options to
purchase the Companys common stock that were outstanding, whether vested or unvested, were cancelled and automatically converted into the right to receive, in exchange for the cancellation of such options, an amount in cash equal to the
product of (x) the aggregate number of shares of the Companys common stock subject to such option multiplied and (y) the excess, if any of the Offer Price over the per share exercise price of such option, (ii) all of the
Companys outstanding restricted stock units and vested market stock units that, in each case, were vested but unsettled at the Effective Time, were cancelled and automatically converted into the right to receive the Offer Price, and
(iii) all of the Companys outstanding unvested restricted stock units and all of the Companys outstanding and unvested market stock units that, in the case of the market stock units, were deemed earned pursuant to the performance
conditions upon the Effective Time based on the terms of the applicable award agreements, were cancelled and converted into the right to receive an amount equal to the Offer Price in cash, with payment with respect to 50% of such unvested restricted
stock units and unvested market stock units that were deemed earned pursuant to the performance conditions to be accelerated and made promptly following the Effective Time and the remaining right to receive the amount in cash equal to the Offer
Price to be subsequently paid on the dates the Companys unvested restricted stock units and unvested market stock units would have otherwise been scheduled to vest, subject to the continued service or qualified termination of the holder of
such award. Any outstanding and unvested market stock units that were not deemed earned pursuant to the performance conditions upon the Effective Time were forfeited
for no consideration. The determination of which restricted stock units and market stock units were converted into vested awards that were paid out at closing was based on the relative vesting
dates of the applicable awards held by each holder, with awards with the shortest remaining vesting periods to be first accelerated.
Vista Equity
Partners Fund VI, L.P., an affiliate of the Parent (
Vista
) contributed to Parent an amount equal to $755 million (subject to adjustment) in cash in immediately available funds for the purpose of funding, and to the extent
necessary to fund, a portion of the aggregate Offer Price and/or Merger Consideration (the
Equity Financing
), as applicable, pursuant to and in accordance with the Merger Agreement, and certain other amounts required to be paid
pursuant to the Merger Agreement, including fees and expenses directly related to the debt financing required to be paid by Parent, Merger Sub and the Surviving Corporation. The remainder of the Offer Price and/or Merger Consideration not covered by
the Equity Financing was funded by a senior secured first lien term loan facility in an aggregate principal amount of $500 million, with Bank of America, N.A., as administrative agent and collateral agent, and a senior secured second lien credit
term loan facility of $250 million, with Royal Bank of Canada, as administrative agent and collateral agent.
The foregoing description of the Offer, the
Merger and the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to 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 September 19, 2016 and which is incorporated herein by reference.