Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Company Merger (the “Company Merger Effective Time”), among other things:
•Common Stock: Each share of Common Stock of the Company, par value $0.01 per share (each, a “Company Share”), or fraction thereof, other than Company Shares held by the Company or any subsidiary of the Company or by the Parent Parties or any of their respective subsidiaries, that was issued and outstanding immediately prior to the Company Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $25.00 without interest (the “Per Company Share Merger Consideration”) and less any applicable withholding taxes;
•Preferred Stock: Each share of Series A Redeemable Preferred Stock, $0.01 par value per share, Series A1 Redeemable Preferred Stock, $0.01 par value per share, Series M Redeemable Preferred Stock, $0.01 par value per share, and Series M1 Redeemable Preferred Stock, $0.01 par value per share (each, a “Company Preferred Share”), or fraction thereof, other than Company Preferred Shares held by the Company or any subsidiary of the Company or by the Parent Parties or any of their respective subsidiaries, that was issued and outstanding immediately prior to the Company Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $1,000.00 per share, plus any accrued but unpaid dividends to and including the Closing Date, with respect thereto, without interest (the “Per Preferred Share Merger Consideration”) and less any applicable withholding taxes;
•Company Warrants: The “Exercise Price” (as defined in the Warrant Agreement, dated as of February 13, 2017 and amended on May 23, 2022 (the “Warrant Agreement”), between the Company and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as warrant agent) of each warrant to purchase Company Shares (each a “Company Warrant”) that was outstanding as of immediately prior to the Company Merger Effective Time was adjusted such that each holder of a Company Warrant exercised prior to the Expiration Date (as defined in the Warrant Agreement) and either (i) at or after the Company Merger Effective Time or (ii) prior to the Company Merger Effective Time but for which Company Shares have not been issued or otherwise delivered therefor prior to the Company Merger Effective Time is entitled, upon exercise, to receive only an amount (the “Company Warrant Amount”) of cash equal to the difference between the Per Company Share Merger Consideration and the “Exercise Price” (as defined in the Warrant Agreement) with respect to each Company Share underlying such Company Warrant immediately prior to the Company Merger Effective Time;
•Time-Vested Restricted Stock: Each share of unvested time-based restricted common stock granted pursuant to the Company’s 2019 Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan (collectively, the “Long-Term Incentive Plans”) that was outstanding as of immediately prior to the Company Merger Effective Time automatically became fully vested and all restrictions and reacquisition rights thereon lapsed, and thereafter all Company Shares represented thereby were considered outstanding for all purposes under the Merger Agreement and such Company Shares only have the right to receive the Per Company Share Merger Consideration, less any applicable withholding taxes;
•Restricted Stock Units: Each (1) restricted stock unit that vested upon the satisfaction of service conditions and became earned based on the Company’s market capitalization increases relevant to target market thresholds (a “Market Cap Restricted Stock Unit”) that was issued and outstanding as of immediately prior to the Company Merger Effective Time and that is a vested Market Cap Restricted Stock Unit that became an “Earned RSU” (as defined in the award agreement governing such Market Cap Restricted Stock Unit) prior to the Company Merger Effective Time (an “Earned RSU”), and (2) restricted stock unit then subject to a time-based vesting requirement granted under the Long-Term Incentive Plans (a “Time-Vested RSU”) (whether vested or unvested) that was issued and outstanding as of immediately prior to the Company Merger Effective Time, was cancelled in exchange for the right to receive an amount in cash (without interest, and less any applicable income and employment withholding taxes) equal to the Per Company Share Merger Consideration for each Earned RSU or Time-Vested RSU (as applicable); and
•Performance Stock Units: Each outstanding unvested performance-based restricted stock unit (a “Performance Stock Unit”) granted pursuant to the Long-Term Incentive Plans that vests based all or in part upon achievement of performance goals, became earned and vested with respect to that number of Company Shares subject to such Performance Stock Unit in accordance with the terms of such Performance Stock Unit (but without applying any pro-ration for the number of days of employment during the shortened performance period ending on the Closing Date) based on the achievement of the applicable performance goals set forth in the award agreement governing such Performance Stock Unit as measured from the beginning of the applicable performance period through the latest practicable date prior to the Closing Date that performance could be assessed (each such earned Performance Stock Unit, an “Earned PSU”). At the Company Merger Effective Time, each Earned PSU was cancelled in exchange for the right to receive an amount in cash (without interest, and less any applicable income and employment withholding taxes) equal to the Per Company Share Merger Consideration for each Earned PSU.
Pursuant to the terms and conditions of the Merger Agreement, among other things:
•Class A Partnership Units: At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each Class A unit of the Partnership (a “Class A Partnership Unit”), or fraction thereof, that was issued and outstanding as of immediately prior to the Partnership Merger Effective Time (other than Class A Partnership Units held by the Company or any wholly owned subsidiary of the Company or by Parent, Merger Sub II or any of their respective wholly owned subsidiaries) was automatically cancelled and converted into the right to receive an amount in cash equal to the Per Company Share Merger Consideration, without interest and less any applicable withholding taxes; and
•Operations Preferred Shares: At the effective time of the Operations Merger (the “Operations Merger Effective Time”), each preferred share of Operations (an “Operations Preferred Share”) that was issued and outstanding as of immediately prior to the Operations Merger Effective Time (other than Operations Preferred Shares held by the Company or any subsidiary of the Company or by the Parent Parties or any of their subsidiaries) was automatically cancelled and converted into the right to receive an amount in cash equal to $1,100.00 per share, plus any accrued and unpaid dividends to and including the Closing Date, with respect thereto, without interest and less any applicable withholding taxes.
The description of the Mergers and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 16, 2022, and is incorporated herein by reference.