Page 8 of 14 – SEC Filing
the transactions contemplated by the Merger Agreement, as more fully described in Item 4 hereof. The P2 Parties are the record and/or beneficial owners of the securities reported herein and such
persons have separately filed Schedule 13D filings reporting their respective ownership of such securities.
Item 3. Sources and Amount of Funds
or Other Consideration.
The information set forth or incorporated in Item 4 is incorporated by reference in its entirety into this
Item 3.
As more fully described in Item 4 hereof, the P2 Funds, who are the record and/or beneficial owners of 3,000,000 Shares, have
entered into the Voting and Support Agreement (as defined in Item 4) with Parent and Merger Sub. As a result of the Voting and Support Agreement, the Reporting Persons may be deemed to have beneficial ownership of the 3,000,000 Shares beneficially
owned by the P2 Funds, however such beneficial ownership is expressly disclaimed by each Reporting Person. The Reporting Persons did not pay any consideration to the P2 Funds in respect of the Voting and Support Agreement.
The P2 Funds entered into the Voting and Support Agreement to induce Parent and Merger Sub to enter into the Merger Agreement, as more fully
described in Item 4 hereof.
Item 4. Purpose of the Transaction
Merger Agreement
On
January 15, 2018, the Issuer entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into
the Issuer (the Merger), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. The Merger Agreement provides that Parent will acquire all of the Shares issued and outstanding
immediately prior to the effective time of the Merger, other than Shares owned by the Issuer, Parent, Merger Sub, any direct or indirect wholly owned subsidiary of the Issuer, any direct or indirect wholly owned subsidiary of Parent and Shares owned
by stockholders of the Issuer who have perfected and do not withdraw a demand for, or lose their right to, appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware at a price of $45.25 per Share in cash,
without interest. The consummation of the transactions contemplated by the Merger Agreement is subject to certain customary closing conditions including, among others, (i) the adoption of the Merger Agreement by the holders of a majority of the
outstanding Shares entitled to vote thereon at a stockholders meeting duly called and held for such purpose, (ii) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and (iii) the receipt of certain consents and approvals and the expiration or earlier termination of related statutory waiting periods.
The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, the Issuer will be required to pay
Parent a termination fee of between $81.7 million and $109 million. The Merger Agreement further provides that Parent will be required to pay the Issuer a termination fee of $136.2 million if the Merger Agreement is terminated under
specified circumstances.
It is anticipated that the financing for the transactions contemplated by the Merger Agreement will consist of
(i) equity financing to be contributed to Parent by SLP Fund and its affiliates in the form of cash, (ii) equity financing to be contributed to Parent by P2 Master Fund I in the form of cash and/or Shares, and (iii) debt financing
arranged by Parent.
Voting and Support Agreement
On January 15, 2018, the P2 Manager, the P2 Funds, Parent and Merger Sub entered a Voting and Support Agreement (the Voting and
Support Agreement). The Voting and Support Agreement contemplates, among other things, that the P2 Funds will vote the Shares over which they have voting power (i) in favor of the adoption of the Merger Agreement, approval of the
Merger and the transactions contemplated by the Merger Agreement and in favor of any other matter submitted to the Issuers stockholders necessary to consummate the Merger; and
