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Name | Symbol | Market | Type |
---|---|---|---|
CAI International Inc | NYSE:CAI-A | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Delaware
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001-33388
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94-3109229
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I. R. S. Employer Identification No.)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbols
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Name of exchange on which registered
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Common Stock, par value $0.0001 per share
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CAI
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New York Stock Exchange
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8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
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CAI-PA
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New York Stock Exchange
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8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
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CAI-PB
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New York Stock Exchange
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Item 1.01. |
Entry into a Material Definitive Agreement.
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• |
each share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that is issued and outstanding immediately prior to the Effective
Time (other than Excluded Shares (as defined in the Merger Agreement)) will cease to be outstanding and will be converted into the right to receive $56.00, in cash, without interest, subject to deductions of any applicable withholding taxes
(the “Common Merger Consideration”);
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• |
each share of the Company’s 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series A
Preferred Stock”), that is issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, will be converted into the right to receive an amount equal to the sum of: (i) the liquidation preference of $25.00 per
share, plus (ii) the aggregate amount of all accrued and unpaid dividends on such Series A Preferred Stock as of the Effective Time, in cash, without interest, subject to deductions of any applicable withholding taxes; and
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|
• |
each share of the Company’s 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series B
Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, will be converted into the right to receive an amount equal to the sum of: (i) the liquidation preference of $25.00 per
share, plus (ii) the aggregate amount of all accrued and unpaid dividends on such Series B Preferred Stock as of the Effective Time, in cash, without interest, subject to deductions of any applicable withholding taxes.
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|
• |
each stock option that was granted pursuant to the Company’s equity incentive plans (the “Equity Incentive Plans”) that remains outstanding immediately prior
to the Effective Time (each, an “Option”) that has a per share exercise price that is less than $56.00, will be cancelled at the Effective Time in exchange for an amount in cash, without interest, equal to the product of (x) the aggregate
number of shares of common stock subject to such Option multiplied by (y) the excess of the Common Merger Consideration over the applicable per share exercise price of the Option, subject to any applicable withholding taxes;
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• |
each restricted stock unit that was granted pursuant to the Equity Incentive Plans and remains outstanding immediately prior to the Effective Time (each, an
“RSU”) and each RSU that was granted pursuant to an Equity Incentive Plan, that is subject to vesting in part based on the achievement of corporate performance goals that have not been satisfied as of immediately prior to the Effective Time
and that remains outstanding immediately prior to the Effective Time (each, a “PRSU”), will be cancelled and automatically converted at the Effective Time into the right to receive $56.00, in cash, without interest, for each share of common
stock subject to the RSU or PRSU, subject to any applicable withholding taxes; and
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• |
each share of common stock that was issued under the Equity Incentive Plans that remains outstanding and unvested immediately prior to the Effective Time
(each, an “RSA”) will become fully vested and free of any applicable forfeiture restrictions, effective as of immediately prior to the Effective Time and each such share of common stock will cease to be outstanding and will be converted
into the right to receive $56.00, in cash, without interest, subject to deductions of any applicable withholding taxes.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01. |
Other Events.
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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Agreement and Plan of Merger, dated as of June 17, 2021, by and among Mitsubishi HC
Capital Inc., Cattleya Acquisition Corp. and CAI International, Inc.
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||
Amendment to Amended and Restated Bylaws of CAI International, Inc.
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Press Release, dated June 17, 2021.
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Letter to Employees, dated June 17, 2021.
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Letter to Customers, dated June 17, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* |
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities
and Exchange Commission upon request.
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CAI INTERNATIONAL, INC.
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Dated: June 21, 2021
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By:
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/s/ Timothy B. Page
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Name:
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Timothy B. Page
|
|
Title:
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President and Chief Executive Officer
|
1 Year CAI Chart |
1 Month CAI Chart |
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