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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Air Via (MM) | NASDAQ:AIRV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.64 | 0 | 00:00:00 |
Mark G. Borden, Esq.
Jay E. Bothwick, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 (617) 526-6000 |
Daniel Clivner, Esq.
Simpson Thacher & Bartlett LLP 1999 Avenue of the Stars, 29 th Floor Los Angeles, CA 90067 (310) 407-7555 |
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a. | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
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b. | The filing of a registration statement under the Securities Act of 1933. | ||
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c. | A tender offer. | ||
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d. | None of the above. |
Transaction Valuation* | Amount of Filing Fee** | ||||
$536,432,907 | $38,248 | ||||
* | The transaction value was determined based on the sum of: (a) 63,073,600 shares of Airvana common stock multiplied by $7.65 per share; and (b) 13,343,199 shares of Airvana common stock underlying outstanding stock options with exercise prices less than $7.65 per share multiplied by $5.205 (which is the difference between $7.65 per share and the weighted average exercise price per share). | |
** | The filing fee, calculated in accordance with Exchange Act Rule 0-11, was calculated by multiplying $0.000731 by the sum of the preceding sentence. |
þ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. |
(a)(1)
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Definitive Proxy Statement of Airvana, Inc., incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 11, 2010 (the Proxy Statement). | |
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(a)(2)
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Letter to Stockholders of Airvana, Inc., incorporated herein by reference to the Proxy Statement. | |
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(a)(3)
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Notice of Special Meeting of Stockholders of Airvana, Inc., incorporated herein by reference to the Proxy Statement. | |
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(a)(4)
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Form of Preliminary Proxy Card, incorporated herein by reference to the Proxy Statement. | |
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(a)(5)
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Form 8-K of Airvana, Inc., incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission on December 18, 2009. | |
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(a)(6)
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Form DEFA14A of Airvana, Inc., incorporated herein by reference to the Form DEFA14A filed with the Securities and Exchange Commission on December 22, 2009. | |
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(a)(7)
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Form 8-K of Airvana, Inc., incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission on April 9, 2010. | |
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(b)(1)*
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Senior Secured Loan Commitment Letter Agreement, dated December 17, 2009, between GSO Capital Partners LP and 72 Mobile Holdings, LLC. | |
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(b)(2)*
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Amendment to Senior Secured Loan Commitment Letter Agreement, dated January 13, 2010, between GSO Capital Partners LP and 72 Mobile Holdings, LLC. | |
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(c)(1)
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Opinion of Goldman, Sachs & Co. (Goldman Sachs), incorporated herein by reference to Annex B of the Proxy Statement. | |
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(c)(2)*
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Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated December 17, 2009. |
(c)(3)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated July 14, 2009.
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(c)(4)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated August 11, 2009.
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(c)(5)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated September 4, 2009.
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(c)(6)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated December 9, 2009.
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(d)(1) |
Agreement and Plan of Merger, dated as of December 17, 2009, by and among Airvana, Inc., 72 Mobile Holdings, LLC. and
72 Mobile Acquisition Corp., incorporated herein by reference to Annex A to the Proxy Statement.
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(d)(2)* |
Limited Guarantee, dated December 17, 2009, by S.A.C. Capital Management, LLC in favor of Airvana, Inc.
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(d)(3)* |
Amended and Restated Confidentiality Agreement, dated December 17, 2009, by and between Airvana, Inc. and S.A.C. Private
Capital Group, LLC.
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(d)(4)* |
Holdings Interim Investors Agreement, dated as of December 17, 2009, by and among 72 Mobile Holdings, LLC, 72 Mobile
Acquisition Corp., S.A.C. Capital Management, LLC, 72 Mobile Investors, LLC, Vedat Eyuboglu, Assia Eyuboglu, Beaver Brook
Irrevocable Trust, Beaver Brook GA 2008 Trust, Beaver Brook GV 2008 Trust, Sanjeev Verma, C.H. 2008 Trust, Cape Himalaya
Trust and Randall S. Battat Revocable Trust.
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(d)(5)* |
Rollover Commitment Letter, dated December 17, 2009, from Randall S. Battat to 72 Mobile Holdings, LLC.
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(d)(6)* |
Rollover Commitment Letter, dated December 17, 2009, from Sanjeev Verma, C.H. 2008 Trust and Cape Himalaya Trust to 72
Mobile Holdings, LLC.
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(d)(7)* |
Rollover Commitment Letter, dated December 17, 2009, from Vedat Eyuboglu, Assai Eyuboglu, Beaver Brook Irrevocable Trust,
Beaver Brook GA 2008 Trust and Beaver Brook GV 2008 Trust to 72 Mobile Holdings, LLC.
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(d)(8)* |
Termination Agreement, dated January 7, 2010, by and among Airvana, Inc., Sanjeev Verma, Vedat Eyuboglu, Matrix
Partners VI, L.P., Matrix Partners VII, L.P., Matrix VI Parallel Partnership-A, L.P., Matrix VI Parallel Partnership-B,
L.P., Weston & Co VI LLC, Weston & Co. VII LLC and Sparta Group MA LLC Series 5.
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(d)(9)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Sanjeev Verma.
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(d)(10)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Randall S. Battat.
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(d)(11)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Vedat Eyuboglu.
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(f)(1) |
Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C of the Proxy Statement.
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(g) |
None.
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* | Previously filed on January 15, 2010. |
AIRVANA, INC.
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By: | /s/ Peter C. Anastos | |||
Name: | Peter C. Anastos | |||
Title: | Vice President, General Counsel and Secretary | |||
72 MOBILE HOLDINGS, LLC
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By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | President | |||
72 MOBILE INVESTORS, LLC
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By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | President | |||
72 MOBILE ACQUISITION CORP.
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By: | /s/ Peter Berger | |||
Name: | Peter Berger | |||
Title: | President |
72 PRIVATE INVESTMENTS, L.P. | ||||||
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BY: | S.A.C. Venture Investments, LLC | ||||
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its general partner | |||||
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By:
Name: |
/s/ Peter Nussbaum
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Title: | Secretary |
ZM CAPITAL, L.P. | ||||||
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BY: | ZM Capital Partners, L.L.C. | ||||
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its general partner | |||||
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By:
Name: |
/s/ Andrew Vogel
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Title: | Managing Member |
SANKATY CREDIT OPPORTUNITIES II, L.P. | ||||||
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By: | /s/ Michael Ewald | ||||
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Name: | Michael Ewald | ||||
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Title: | Managing Director | ||||
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SANKATY CREDIT OPPORTUNITIES III, L.P. | ||||||
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By: | /s/ Michael Ewald | ||||
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Name: | Michael Ewald | ||||
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Title: | Managing Director | ||||
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SANKATY CREDIT OPPORTUNITIES IV, L.P. | ||||||
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By: | /s/ Michael Ewald | ||||
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Name: | Michael Ewald | ||||
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Title: | Managing Director | ||||
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SANKATY CREDIT OPPORTUNITIES (OFFSHORE MASTER) IV, L.P. | ||||||
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By: | /s/ Michael Ewald | ||||
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Name: | Michael Ewald | ||||
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Title: | Managing Director | ||||
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ROSEMONT SOLEBURY
CO-INVESTMENT
FUND, L.P. |
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By: | /s/ Devon Archer | ||||
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Name: | Devon Archer | ||||
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Title: | Senior Managing Director | ||||
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ROSEMONT SOLEBURY
CO-INVESTMENT
FUND (OFFSHORE), L.P. |
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By: | /s/ Devon Archer | ||||
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Name: | Devon Archer | ||||
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Title: | Senior Managing Director | ||||
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/s/ Randall Battat | ||||
Randall Battat | ||||
/s/ Vedat Eyuboglu | ||||
Vedat Eyuboglu | ||||
/s/ Sanjeev Verma | ||||
Sanjeev Verma | ||||
(a)(1) |
Definitive Proxy Statement of Airvana, Inc., incorporated herein by reference to the Schedule 14A filed with the
Securities and Exchange Commission on March 11, 2010 (the Proxy Statement).
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|
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||
(a)(2) |
Letter to Stockholders of Airvana, Inc., incorporated herein by reference to the Proxy Statement.
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(a)(3) |
Notice of Special Meeting of Stockholders of Airvana, Inc., incorporated herein by reference to the Proxy Statement.
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(a)(4) |
Form of Preliminary Proxy Card, incorporated herein by reference to the Proxy Statement.
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(a)(5) |
Form 8-K of Airvana, Inc., incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission
on December 18, 2009.
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(a)(6) |
Form DEFA14A of Airvana, Inc., incorporated herein by reference to the Form DEFA14A filed with the Securities and Exchange
Commission on December 22, 2009.
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(a)(7)
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Form 8-K of Airvana, Inc., incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission on April 9, 2010. | |
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(b)(1)* |
Senior Secured Loan Commitment Letter Agreement, dated December 17, 2009, between GSO Capital Partners LP and 72 Mobile
Holdings, LLC.
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|
(b)(2)* |
Amendment
to
Senior Secured Loan Commitment Letter Agreement, dated January 13,
2010, between GSO Capital Partners LP and 72 Mobile Holdings, LLC.
|
|
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||
(c)(1) |
Opinion of Goldman, Sachs & Co. (Goldman Sachs), incorporated herein by reference to Annex B of the Proxy Statement.
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(c)(2)* |
Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated December 17, 2009.
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(c)(3)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated July 14, 2009.
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(c)(4)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated August 11, 2009.
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(c)(5)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated September 4, 2009.
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(c)(6)* |
Draft Presentation of Goldman Sachs to the special committee of Airvana, Inc., dated December 9, 2009.
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(d)(1) |
Agreement and Plan of Merger, dated as of December 17, 2009, by and among Airvana, Inc., 72 Mobile Holdings, LLC. and
72 Mobile Acquisition Corp., incorporated herein by reference to Annex A to the Proxy Statement.
|
|
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||
(d)(2)* |
Limited Guarantee, dated December 17, 2009, by S.A.C. Capital Management, LLC in favor of Airvana, Inc.
|
|
|
||
(d)(3)* |
Amended and Restated Confidentiality Agreement, dated December 17, 2009, by and between Airvana, Inc. and S.A.C. Private
Capital Group, LLC.
|
|
|
||
(d)(4)* |
Holdings Interim Investors Agreement, dated as of December 17, 2009, by and among 72 Mobile Holdings, LLC, 72 Mobile
Acquisition Corp., S.A.C. Capital Management, LLC, 72 Mobile Investors, LLC, Vedat Eyuboglu, Assia Eyuboglu, Beaver Brook
Irrevocable Trust, Beaver Brook GA 2008 Trust, Beaver Brook GV 2008 Trust, Sanjeev Verma, C.H. 2008 Trust, Cape Himalaya
Trust and Randall S. Battat Revocable Trust.
|
|
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(d)(5)* |
Rollover Commitment Letter, dated December 17, 2009, from Randall S. Battat to 72 Mobile Holdings, LLC.
|
|
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||
(d)(6)* |
Rollover Commitment Letter, dated December 17, 2009, from Sanjeev Verma, C.H. 2008 Trust and Cape Himalaya Trust to 72
Mobile Holdings, LLC.
|
|
|
||
(d)(7)* |
Rollover Commitment Letter, dated December 17, 2009, from Vedat Eyuboglu, Assai Eyuboglu, Beaver Brook Irrevocable Trust,
Beaver Brook GA 2008 Trust and Beaver Brook GV 2008 Trust to 72 Mobile Holdings, LLC.
|
|
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||
(d)(8)* |
Termination Agreement, dated January 7, 2010, by and among Airvana, Inc., Sanjeev Verma, Vedat Eyuboglu, Matrix
Partners VI, L.P., Matrix Partners VII, L.P., Matrix VI Parallel Partnership-A, L.P., Matrix VI Parallel Partnership-B,
L.P., Weston & Co VI LLC, Weston & Co. VII LLC and Sparta Group MA LLC Series 5.
|
|
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||
(d)(9)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Sanjeev Verma.
|
|
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||
(d)(10)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Randall S. Battat.
|
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(d)(11)* |
Letter Agreement, dated December 17, 2009, between 72 Mobile Holdings, LLC and Vedat Eyuboglu.
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(f)(1) |
Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C of the Proxy Statement.
|
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(g) |
None.
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1 Year Air Via (MM) Chart |
1 Month Air Via (MM) Chart |
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