On April 19, 2019, Credit Suisse, Elliotts financial advisor, informed Evercore
that Elliott would not be pursuing a transaction based on the mixed consideration proposal but would proceed with a cash-only transaction. Evercore subsequently informed the Special Committee of Elliotts decision.
On April 22, 2019, PJ Solomon informed Evercore that, to the extent any of the bidders requested approval to discuss with Mr. Riggio
a potential rollover of his equity in support of a bid, he would only be interested in discussing such an arrangement with either Company B or Company C. PJ Solomon did, however, reaffirm that Mr. Riggio would support the transaction ultimately
approved by the Special Committee, regardless of whether it was with a First Round Bidder with whom he may be interested in rolling his equity. Evercore subsequently informed the Special Committee of its communications with PJ Solomon.
On April 23, 2019, Baker Botts discussed with Bryan Cave restrictions that would apply to Mr. Riggios discussions with Company
B and Company C, including the need to execute joinders to the parties confidentiality agreements.
On April 24, 2019, pursuant
to
e-mail
correspondence between the Special Committee and its advisors, the Special Committee unanimously agreed to a second-round bid date of May 22, 2019, which would provide the First Round Bidders an
opportunity to review the Companys fiscal year 2019 results, assuming such results were released on May 20, 2019, as expected.
Also on April 24, 2019, Company C made a request to Evercore that it have an opportunity to meet with Mr. Riggio regarding a
Potential Riggio Participation, and Evercore subsequently informed the Special Committee of the request from Company C. Evercore discussed with Company Cs financial advisor the restrictions that would apply to Mr. Riggios
discussions with Company C, including the need to execute joinders to the parties confidentiality agreements.
On April 25,
2019, Evercore, at the instruction of the Special Committee, circulated to each of the remaining bidders a draft merger agreement and requested that revised drafts be provided to Evercore by 12:00 p.m. EDT on May 15, 2019.
Also on April 25, 2019, Evercore, at the instruction of the Special Committee, sent process letters to each of the remaining bidders,
establishing May 22, 2019 as the deadline to submit second round proposals.
Also on April 25, 2019, Evercore, at the
instruction of the Special Committee, discussed with PJ Solomon Mr. Riggios interest in potentially rolling over his equity with Company B or Company C, if the Special Committee ultimately decided to recommend a transaction with either
Company B or Company C.
Also on April 25, 2019, representatives from Company A had a telephone conference with Evercore during which
they inquired about the process by which Mr. Riggio could participate in a bid, and Evercore subsequently informed the Special Committee of its communications with Company A.
On April 29, 2019, the Special Committee held a telephonic meeting at which representatives from Evercore and Baker Botts were present.
The Special Committee discussed the remaining participants in the strategic alternatives process, noting that Company E had declined to proceed with a potential transaction and that Elliott had withdrawn its mixed consideration proposal, electing to
submit only an
all-cash
offer. The Special Committee discussed the bidders meetings with the Companys management and noted that the members of management who participated in the meetings were Tim
Mantel (Chief Merchandising Officer, Executive Vice President), Allen Lindstrom (Chief Financial Officer, Executive Vice President), Bill Wood (Executive Vice President, President of Digital), Brad Feuer (General Counsel), Andy Milevoj (Vice
President, Investor Relations and Corporate Finance) and Joe Gorman (Executive Vice President, Operations), although Mr. Feuer and Mr. Gorman were not present at all meetings. The Special Committee further discussed the bidders due
diligence meetings with Mr. Riggio, noting that two due diligence meetings had yet to occur but were scheduled
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