Page 5 of 8 – SEC Filing
The following constitutes Amendment No.1 to the Schedule 13D filed
by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 is hereby amended to add the following:
On October 26, 2017, Ginsberg Holdco, Inc. (“Newco”) | |
| At the Effective Time, each share (“Shares”) of Common Stock issued and outstanding as of immediately prior to the Effective Time (including Shares of Restricted Stock and excluding Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $38.50, without interest thereon (the “Merger Consideration”). Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Issuer’s stockholders. | |
| The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 99.2 and is incorporated herein by reference. | |
| If the Merger is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination from registration pursuant to Section 12(b) of the Act. | |
| In connection with the entry of the Merger Agreement, the Elliott Funds have delivered to the Issuer a Voting Agreement obligating the Elliott Funds to vote all Shares owned by them in favor of the Merger. | |
| The foregoing description of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Voting Agreement, which is attached as Exhibit 99.3 and is incorporated herein by reference. | |
| Newco has obtained equity and debt financing commitments to fund (together with cash on hand of the Issuer) the Merger Consideration pursuant to a commitment letter (the “Equity Commitment Letter”) from the Elliott Funds of up to $838,039,574 in the aggregate and a debt commitment letter from Jefferies Finance LLC, providing commitments for up to $550,000,000 in term loans. The Elliott Funds have also agreed to rollover and contribute to Newco 2,631,400 shares of Common Stock, which will be cancelled at the Effective Time without any consideration paid therefor. The Elliott Funds intend to syndicate a portion of their equity commitment pursuant to existing and future equity commitments from third parties. | |
| The foregoing description of the Equity Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Equity Commitment Letter, which is attached as Exhibit 99.4 and is incorporated herein by reference. | |
