Page 10 of 17 – SEC Filing
On November 8, 2017, the Issuer entered into an Investment Agreement (as amended, the Investment
Agreement) with an affiliate of SLG. Pursuant to the Investment Agreement, on December 8, 2017, SLP Chicago and Co-Invest purchased from the Issuer $218,242,000 and $75,758,000 aggregate principal
amount of the Issuers 5.75% Convertible senior notes due 2021 (the Notes), respectively, for a purchase price equal to 98% of the principal amount, for a total purchase price of $288,120,000.
The funds required for the purchase were provided through equity contributions from equityholders of SLP Chicago and
Co-Invest, and as more fully described in Item 6 below, proceeds from a margin loan facility pursuant to the Margin Loan Documentation (as defined below).
| Item 4. | Purpose of the Transaction. |
The information set forth in or incorporated by reference in Item 3
and Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Each of the Reporting Persons acquired the Notes
for investment purposes. Pursuant to the Investment Agreement, SLP Chicago has the right to nominate two directors to the board of directors of the Issuer. Mr. Joseph Osnoss, Managing Director at SLG, was appointed to serve as a Class III
member of the board of directors of the Issuer in connection with the closing of the transaction. An additional independent director, to be nominated by Silver Lake and approved by the Issuers board of directors, will be appointed at a later
date in connection with Silver Lakes rights under the Investment Agreement. Directors affiliated with Silver Lake will be entitled to earn director compensation pursuant to the Issuers standard director compensation arrangements, which
compensation may be held for the benefit of Silver Lake and/or certain of their affiliates or certain of the funds they manage. In connection therewith, on December 8, 2016, Mr. Osnoss was granted 10,760 restricted stock units, of which one-third will vest on each of the first, second and third anniversaries of the grant date, provided that Mr. Osnoss continues as a director through each such date.
Although the Reporting Persons do not currently have any specific plan or proposal to convert the Notes, sell the Notes or the Common Stock issuable upon
conversion thereof, except as described herein, each Reporting Person, consistent with its investment purpose and subject to the agreements described in Item 6 below, at any time and from time to time may acquire additional shares of Common
Stock or securities convertible, exchangeable or exercisable for or into shares of Common Stock or dispose of any or all of the Notes or the shares of Common Stock issuable upon conversion thereof (including, without limitation, distributing some or
all of such shares of Common Stock to such Reporting Persons members, partners, stockholders or beneficiaries, as applicable, transferring Notes or shares of Common Stock to affiliated transferees, or the entry into a total return swap, asset
swap or repurchase transaction in connection with a permitted financing, in each case in accordance with the agreements described in Item 6 below), depending upon an ongoing evaluation of its investment in the Notes and/or Common Stock, the
price and availability of the Issuers securities, the Issuers business and the Issuers prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity
requirements of such Reporting Person and/or other investment considerations. Subject to the terms of the Investment Agreement (described in Item 6 below), the Reporting Persons may request or demand a registration statement be filed by the
Issuer and be made available and effective so that they may, if they later decide, deliver to the Issuer take-down notices in connection therewith or otherwise to sell Notes and/or shares of Common Stock utilizing such registration statement.
Each Reporting Person, solely in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one or more other
shareholders or other securityholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not
limited to its operations. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of
Schedule 13D.
Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in
Annex A attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review
or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a
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