Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Common Stock
At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive the Merger Consideration, other than the shares of Company Common Stock held by (i) the AMC Parties and (ii) the RLJ Parties.
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Preferred Stock
At the Effective Time, each outstanding share of Preferred Stock (other than Preferred Stock held by the AMC Parties) (an “Eligible Preferred Share”) for which a change-of-control cash purchase election was made by the record holder thereof pursuant to Section 7(b) of the certificate of designation applicable to such Eligible Preferred Share was entitled to receive $7.86 per share of underlying Company Common Stock. Any holder of Preferred Stock that does not make such election within 20 trading days following the Effective Time will be entitled to receive, in respect of each share of Preferred Stock for which the holder fails to make such election, a security to be issued by the Surviving Corporation, as provided in the applicable certificate of designation.
2015 Warrants
At the Effective Time, each 2015 Warrant (other than the 2015 Warrants held by the AMC Parties and the RLJ Parties) was converted into the right to receive, as promptly as practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the number of shares issuable upon exercise of such 2015 Warrant immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger Consideration minus (B) the exercise price per share of such 2015 Warrant.
Company Stock Options, Restricted Shares, RSUs and PSUs
At the Effective Time, (1) each (A) outstanding award of Company Options (or portion thereof) that was vested and exercisable and (B) outstanding and unvested award of Company Options scheduled to vest before 2020 was cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares issuable upon exercise of such Company Options immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger Consideration minus (B) the exercise price of such Company Option, and (2) each outstanding and unvested award of Company Options scheduled to vest after 2019 was cancelled and converted into an award (the “Converted Option Award”) to receive, on the earlier of (x) the date on which each such Company Option is scheduled to vest (subject to the achievement of the vesting conditions) and (y) the first anniversary of the Closing Date, subject to continued employment through that date, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares issuable upon exercise of such Company Options immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger Consideration minus (B) the exercise price of such Company Option. Except as specifically provided above, each Converted Option Award remains subject to the same terms and conditions (including vesting conditions) as were applicable to such Company Option immediately prior to the Effective Time.
Each Company Restricted Share that is outstanding immediately prior to the Effective Time became fully vested immediately prior to the Effective Time and was treated as an outstanding share of Company Common Stock, and the holder thereof are entitled to receive the Merger Consideration with respect thereto, less any applicable withholding taxes.
At the Effective Time, each unvested Company Restricted Stock Unit (“RSU”) that was scheduled to vest before 2020 became fully vested and converted into the right to receive, as soon as reasonably practicable after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the number of shares underlying such RSU immediately prior to the Effective Time multiplied by (B) the Merger Consideration. Each unvested RSU that is scheduled to vest after 2019 was cancelled and converted into an award (the “Converted RSU Award”) to receive, on the earlier of (x) the date on which each such RSU is scheduled to vest (subject to the achievement of the vesting conditions) and (y) the first anniversary of the Closing Date, subject to continued employment through that date, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Except as specifically provided above, each Converted RSU Award remains subject to the same terms and conditions (including vesting conditions) as were applicable to such RSU immediately prior to the Effective Time.
At the Effective Time, each unvested Company Performance Stock Unit (“PSU”) earned based on performance as of the Effective Time, as determined in accordance with the Merger Agreement, became fully vested and converted into the right to receive, as soon as reasonably practicable after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares underlying such vested PSU multiplied by (ii) the Merger Consideration. With respect to any PSUs that did not become vested at the Effective Time, a number of such unvested PSUs as determined in accordance with the Merger Agreement were cancelled and converted into an award (the “Converted PSU Award”) to receive, on the earlier of (x) the date on which such PSU is scheduled to vest (subject to the achievement of the vesting conditions) and (y) the first anniversary of the Closing Date, subject to continued employment through that date, an amount in cash, without interest and subject to applicable withholding tax, equal to the product of (i) the number of shares underlying such Converted PSU Award multiplied by (ii) the Merger Consideration. Except as specifically provided above, each Converted PSU Award remains subject to the same terms and conditions (including vesting conditions) as were applicable to such PSU immediately prior to the Effective Time. Any PSUs that did not vest or convert into a Converted PSU Award as set forth in the Merger Agreement were forfeited at the Effective Time for no consideration.
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