Page 10 of 14 – SEC Filing
Information with respect to the beneficial ownership of Shares by the individuals listed in Annex
A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.
(c) Except as set forth
in this Statement on Schedule 13D, no Reporting Person has engaged in any transaction during the past 60 days in any Shares.
(d) To
the knowledge of the Reporting Persons, no person, other than the P2 Funds and their controlling persons has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this
Statement on Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer.
The information set forth in Items 4 and 5 above is incorporated by reference in its entirety into this Item 6.
Equity Commitment Letter and Limited Guarantee
On January 15, 2018, SLP Fund entered into an equity commitment letter with Parent in connection with the transactions contemplated
by the Merger Agreement (the SLP Equity Commitment Letter). Under the SLP Equity Commitment Letter, SLP Fund agreed, among other things, to contribute to Parent, subject to certain conditions, an aggregate of $1,727,000,000 in
cash in exchange for a portion of the equity of Parent.
On January 15, 2018, SLP Fund and P2 Master Fund I each provided the Issuer
with a limited guarantee in favor of the Issuer, which guarantees the payment of certain monetary obligations that may be owed by Parent pursuant to the Merger Agreement, including any reverse termination fee that may become payable by Parent.
Participation Agreement
On January 15, 2018, the P2 Manager, on behalf of itself and the P2 Funds, Silver Lake Management Company V, LLC
(SLMC), on behalf of itself and the funds managed by it, and Parent entered a Participation Agreement (the Participation Agreement). The Participation Agreement contemplates, among other things, that the P2
Funds agree to contribute a number of Shares (valued on a per Share basis at the price paid in connection with the consummation of the transactions under the Merger Agreement) that, together with contributed cash, equals at least $30 million.
The Participation Agreement also provides that, for the two (2) month period following the signing of the Merger Agreement, the P2
Manager shall have the right to seek potential investors and to commit additional equity capital to Parent (the P2 Commitment) in an amount up to a maximum of $225 million less the aggregate value of the Shares to be included
in the contribution. The per share price of each share of Parent acquired by the P2 Funds in respect of the P2 Commitment shall equal the same per share price of such shares of Parent paid by the funds managed by SLMC.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing by and among the Reporting Persons.
Exhibit B. Agreement and Plan of Merger, dated as of January 15, 2018, by and among the Issuer, Parent and Merger Sub (incorporated
by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2018).
Exhibit C. Voting and Support Agreement, dated January 15, 2018, by and among the P2 Manager, the P2 Funds, Parent and Merger Sub.
