Page 16 of 22 – SEC Filing
In addition, pursuant to the Registration Rights Agreement, the holders of at least a majority in interest of the
then outstanding number of Registrable Securities may make up to two written demands for registration of all or part of their Registrable Securities, provided that the aggregate value of the Registrable Securities to be offered is at least $50
million, and the Issuer will be required to file a registration statement with the SEC relating to the resale of Registrable Securities requested by such holders within 30 business days of a demand. Furthermore, subject to certain cutback provisions
and other limitations set forth in the Registration Rights Agreement, if the majority holders of Registrable Securities as part of their demand registration advise the Issuer that the offering of Registrable Securities shall be in the form of an
underwritten offering conditioned upon the participating holders entry into an underwriting agreement in customary form with underwriters selected by the Issuer, the Issuer will be obligated to conduct the underwritten offering no more than two
times.
Pursuant to the Registration Rights Agreement, if the Issuer at any time proposes to conduct an underwritten offering of its equity securities for
its own account or for the account of any other person, it will give notice to the holders of the Registrable Securities and subject to the terms of the Stockholders Agreement, and, subject to certain cutback provisions and other limitations
described in the Registration Rights Agreement, will offer holders of the Registrable Securities the opportunity to include in such underwritten offering the number of Registrable Securities that the holders request in writing equal to the lesser of
(a) Registrable Securities with an aggregate value of at least $10 million at the time of such request and (b) all of the such holders remaining Registrable Securities, unless such holder is permitted to resell its Registrable
Securities pursuant to Rule 144 under the Securities Act of 1933, as amended (the Securities Act) without volume limitations or other restrictions on transfer thereunder.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Registration Rights Agreement, which is incorporated by reference as Exhibit 99.3, and is incorporated herein by reference.
Commitment
Agreement
On June 6, 2016, WL Ross Holding entered into a commitment agreement (the Commitment Agreement) with WLRS and FPA, on
behalf of the Private Investment Funds, pursuant to which FPA agreed not to redeem 2,094,727 shares of Common Stock held in the accounts of the Private Investment Funds in connection with the closing of the Business Combination. In consideration for
the promise not to redeem such shares of Common Stock, following the closing of the Business Combination, WLRS transferred to FPA (i) 431,877 Founder Shares (the Commitment Agreement Founder Shares) and (ii) 25,847 newly issued
shares of Common Stock that WLRS received in exchange for a portion of its private placement warrants (the Commitment Agreement Exchange Shares, and together with the Commitment Agreement Founder Shares, the Commitment Agreement
Shares). All material contingencies to the consummation of the transactions pursuant to the Commitment Agreement were satisfied on June 8, 2016.
Transfers of the Commitment Agreement Founder Shares are subject to the Share Price Restrictions described above. FPA allocated the Commitment Agreement
Shares to the accounts of the Private Investment Funds. The holdings of the Private Investment Funds are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.
In addition, pursuant to the Registration Rights Agreement, the holders of at least a majority in interest of the
then outstanding number of Registrable Securities may make up to two written demands for registration of all or part of their Registrable Securities, provided that the aggregate value of the Registrable Securities to be offered is at least $50
million, and the Issuer will be required to file a registration statement with the SEC relating to the resale of Registrable Securities requested by such holders within 30 business days of a demand. Furthermore, subject to certain cutback provisions
and other limitations set forth in the Registration Rights Agreement, if the majority holders of Registrable Securities as part of their demand registration advise the Issuer that the offering of Registrable Securities shall be in the form of an
underwritten offering conditioned upon the participating holders entry into an underwriting agreement in customary form with underwriters selected by the Issuer, the Issuer will be obligated to conduct the underwritten offering no more than two
times.
Pursuant to the Registration Rights Agreement, if the Issuer at any time proposes to conduct an underwritten offering of its equity securities for
its own account or for the account of any other person, it will give notice to the holders of the Registrable Securities and subject to the terms of the Stockholders Agreement, and, subject to certain cutback provisions and other limitations
described in the Registration Rights Agreement, will offer holders of the Registrable Securities the opportunity to include in such underwritten offering the number of Registrable Securities that the holders request in writing equal to the lesser of
(a) Registrable Securities with an aggregate value of at least $10 million at the time of such request and (b) all of the such holders remaining Registrable Securities, unless such holder is permitted to resell its Registrable
Securities pursuant to Rule 144 under the Securities Act of 1933, as amended (the Securities Act) without volume limitations or other restrictions on transfer thereunder.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Registration Rights Agreement, which is incorporated by reference as Exhibit 99.3, and is incorporated herein by reference.
Commitment
Agreement
On June 6, 2016, WL Ross Holding entered into a commitment agreement (the Commitment Agreement) with WLRS and FPA, on
behalf of the Private Investment Funds, pursuant to which FPA agreed not to redeem 2,094,727 shares of Common Stock held in the accounts of the Private Investment Funds in connection with the closing of the Business Combination. In consideration for
the promise not to redeem such shares of Common Stock, following the closing of the Business Combination, WLRS transferred to FPA (i) 431,877 Founder Shares (the Commitment Agreement Founder Shares) and (ii) 25,847 newly issued
shares of Common Stock that WLRS received in exchange for a portion of its private placement warrants (the Commitment Agreement Exchange Shares, and together with the Commitment Agreement Founder Shares, the Commitment Agreement
Shares). All material contingencies to the consummation of the transactions pursuant to the Commitment Agreement were satisfied on June 8, 2016.
Transfers of the Commitment Agreement Founder Shares are subject to the Share Price Restrictions described above. FPA allocated the Commitment Agreement
Shares to the accounts of the Private Investment Funds. The holdings of the Private Investment Funds are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.