SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Morgans Hotel
Group Co.
(Name of the Issuer)
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Morgans Hotel Group Co.
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SBEEG Holdings, LLC
Trousdale Acquisition Sub, Inc.
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Yucaipa Hospitality Investments, LLC
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(Names of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
61748W108
(CUSIP Number
of Class of Securities)
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Morgans Hotel Group Co.
475 Tenth Avenue, 11
th
Floor
New York, NY 10018
(212)
277-4100
Attn: General Counsel
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SBEEG Holdings, LLC
Trousdale Acquisition Sub, Inc.
5900 Wilshire, 31st Floor,
Los Angeles, CA 90036
(323) 655-8000
Attn: Sam Nazarian
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Yucaipa Hospitality Investments, LLC
9130 Sunset Blvd.
Los
Angeles, CA 90069
(310) 789-7200
Attn: Robert P. Bermingham
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With copies to
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Fried, Frank, Harris Shriver & Jacobson LLP
One New York Plaza
New
York, New York 10004
(212) 859-8000
Attn: Warren S. de Wied, Esq.
Daniel Bursky, Esq.
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OMelveny & Myers LLP
400 South Hope Street
Los
Angeles, California 90071
(213) 430-6000
Attn: Mark Easton, Esq.
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Sidley Austin LLP
555 West Fifth Street
Los
Angeles, CA 90013
(213) 896-6000
Attn: Stephen D. Blevit, Esq.
Vijay S. Sekhon, Esq.
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This statement is filed in connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment reporting the
results of the transaction:
¨
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee
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$81,279,648
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$8,185
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* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
In accordance with Exchange Act Rule 0-11(c), the filing fee of $8,185 was determined by multiplying 0.0001007 by the estimated aggregate merger
consideration of $81,279,648. The aggregate merger consideration was calculated by multiplying the 36,124,288 shares of common stock (including shares subject to restricted stock units and LTIP Units by the per share merger consideration of $2.25.
x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule, and the date of its filing.
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Amount Previously Paid: $8.185
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Filing Party: Morgans Hotel Group Co.
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Form or Registration No.: Schedule 14A
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Date Filed: June 22, 2016
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Introduction
This Rule 13E-3 Transaction Statement, together with the exhibits hereto (this
Transaction Statement
), is being filed
with the Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the
Exchange Act
), jointly by (i) Morgans Hotel Group Co., a Delaware corporation (the
Company
), (ii) Trousdale Acquisition Sub, Inc., a Delaware corporation (
Merger Sub
),
(iii) SBEEG Holdings, LLC, a Delaware limited liability company (
SBE
) and (iv) Yucaipa Hospitality Investments, LLC, a Delaware limited liability company (
Yucaipa
) (each a
Filing
Person
and collectively, the
Filing Persons
).
This Transaction Statement relates to the Agreement and Plan
of Merger, dated as of May 9, 2016 (as it may be amended from time to time, the
Merger Agreement
), by and among the Company, SBE and Merger Sub. Pursuant to the Merger Agreement, if the conditions to the closing of the
merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving
corporation in the merger, as a direct or indirect wholly owned subsidiary of a new holding company to be established by SBE, in which Yucaipa, the members of SBE and certain other parties will be members (
Purchaser
). Upon
completion of the merger, each share of the Companys common stock, par value $0.01 per share (the
Common Stock
), other than shares owned by the Company and SBE and holders who have properly demanded and not withdrawn a
demand for appraisal rights, will be converted into the right to receive $2.25 per share in cash, without interest and less any required withholding taxes. Following the completion of the merger, the Common Stock will no longer be publicly
traded, and holders of the Common Stock that has been converted will cease to have any ownership interest in the Company. The Series A preferred securities of the company, par value $9.01 per share, will be exchanged for a combination of common and
preferred equity interests in Purchaser and certain restaurants leasehold interests, as more fully described in the Proxy Statement (as defined below). The holder of all of the Series A preferred securities has entered into a voting agreement with
SBE, subject to the terms and conditions of which it has agreed to consent to the merger and the exchange of Series A preferred securities described above.
Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the
Proxy Statement
) under Regulation 14A of the Exchange Act, pursuant to which the Companys board of directors is soliciting proxies from stockholders of the Company in connection with the merger. The Proxy Statement is
attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject
to completion or amendment.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all
annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references
below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
All information contained in, or incorporated by reference into, this Transaction Statement
concerning each Filing Person was supplied by such Filing Person.
Item 1.
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Summary Term Sheet
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Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Item 2.
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Subject Company Information
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Regulation M-A Item 1002
(a)
Name and address
. The Companys name, and the address and telephone number of its principal executive offices are as
follows:
Morgans Hotel Group Co.
475 Tenth Avenue
New York, NY
10018
(212) 277-4100
(b)
Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRecord Date and Quorum
The Special MeetingRequired Vote for the Merger
Important Information Regarding the CompanySecurity Ownership of Certain Beneficial Owners and Management
(c)
Trading market and price
. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
Important Information Regarding the CompanyMarket Price of the Companys Common Stock
(d)
Dividends
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The Merger AgreementConduct of Business Pending the Merger
Important Information Regarding the CompanyMarket Price of the Companys Common
Stock
(e)
Prior public offerings
. The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
Important Information Regarding the CompanyPrior Public Offerings
(f)
Prior stock purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Important Information Regarding the CompanyTransactions in Common Stock
Item 3.
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Identity and Background of Filing Person
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Regulation M-A Item 1003
(a)-(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The Parties to the Merger
Important Information Regarding the Company
Important Information Regarding SBE, Merger Sub and Purchaser
Important Information Regarding Yucaipa
Item 4.
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Terms of the Transaction
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Regulation M-A Item 1004
(a)
Material terms
.
(1) Not applicable.
(2)(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
(2)(ii) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Special Meeting and the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
The Merger AgreementTreatment of Company Equity Awards
The Merger AgreementPayment with respect to Common Stock and Equity Awards in the Merger
(2)(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
(2)(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRequired Vote for the Merger
The Merger AgreementConditions to the Merger
(2)(v) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
Agreements Involving Common Stock
(2)(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsAnticipated Accounting Treatment of the Merger
(2)(vii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects of the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
(c)
Different terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
Agreements Involving Common Stock
(d)
Appraisal rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
Special FactorsAppraisal Rights
Rights of Appraisal
Annex CSection 262 of the Delaware General Corporation Law
(e)
Provisions for unaffiliated security holders
. The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
Provisions for Unaffiliated Stockholders
(f)
Eligibility for listing or trading
. Not applicable.
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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Regulation M-A Item 1005
(a)(1) - (2)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
Agreements Involving Common Stock
Important Information Regarding the CompanyTransactions in Common Stock
(b) - (c)
Significant corporate events; Negotiations or contacts
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger Agreement
Agreements Involving Common Stock
Important Information Regarding the CompanyTransactions in Common Stock
(e)
Agreements involving the subject companys securities
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsCertain Effects of the Merger
Special FactorsFinancing
Special FactorsDebt Financing
Special FactorsLimited Guaranty
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Special MeetingRequired Vote for the Merger
The Merger Agreement
Agreements Involving Common StockVoting Agreement
Agreements Involving Common StockRollover Commitment Letter
Item 6.
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Purposes of the Transaction, and Plans or Proposals.
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Regulation M-A Item 1006
(b)
Use of securities acquired
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Special FactorsCertain Effects of the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
The Merger AgreementTreatment of Company Equity Awards
(c)(1) - (8)
Plans
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsPlans for the Company after the Merger
Special FactorsCertain Effects of the Merger
Special FactorsFinancing
Special FactorsDebt Financing
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Merger AgreementStructure of the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
The Merger AgreementTreatment of Company Equity Awards
Item 7.
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Purposes, Alternatives, Reasons and Effects
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Regulation M-A Item 1013
(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
(b)
Alternatives
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsPlans for the Company after the Merger
(c)
Reasons
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Morgan Stanley
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsPlans for the Company after the Merger
Special FactorsCertain Effects of the Merger
Annex BOpinion of Morgan Stanley & Co. LLC
(d)
Effects
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsPlans for the Company After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsFees and Expenses
The Merger AgreementStructure of the Merger
The Merger AgreementEffect of the Merger on Common Stock
The Merger AgreementTreatment of Series A Preferred Securities
The Merger AgreementTreatment of Non-Managing Member Units
The Merger AgreementTreatment of Company Equity Awards
Item 8.
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Fairness of the Transaction
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Regulation M-A Item 1014
(a) - (b)
Fairness; Factors considered in determining fairness
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Morgan Stanley
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsInterests of The Companys Directors and Executive Officers in
the Merger
Annex BOpinion of Morgan Stanley & Co. LLC
(c)
Approval of security holders
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Questions and Answers About the Special Meeting and the Merger
The Special MeetingRecord Date and Quorum
The Special MeetingRequired Vote for the Merger
The Merger AgreementConditions to the Merger
(d)
Unaffiliated representative
. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security
holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Morgan Stanley
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Annex BOpinion of Morgan Stanley & Co. LLC
(e)
Approval of directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Special MeetingRecommendation of the Board of Directors
(f)
Other offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Item 9.
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Reports, Opinions, Appraisals and Certain Negotiations
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Regulation M-A Item 1015
(a) - (c)
Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of
documents
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsOpinion of Morgan Stanley
Where You Can Find Additional Information
Annex BOpinion of Morgan Stanley & Co. LLC
Presentation to the Board of Directors, dated March 14, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of
the Company.
Fairness Opinion Presentation, dated May 8, 2016, presented by Morgan Stanley & Co. LLC to the Board of
Directors of the Company.
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and
copying at the principal executive offices of the Company during its regular business hours.
Item 10.
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Source and Amounts of Funds or Other Consideration
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Regulation M-A Item 1007
(a) - (b), (d)
Source of funds; Conditions; Borrowed funds
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsFinancing
Special FactorsDebt Financing
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Agreements Involving Common StockRollover Commitment Letter
(c)
Expenses
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsFees and Expenses
The Merger AgreementTermination Fees; Reimbursement of Expenses
Item 11.
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Interest in Securities of the Subject Company
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Regulation M-A Item 1008
(a)
Securities ownership
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Important Information Regarding the CompanySecurity Ownership of Certain Beneficial Owners and Management
As of [●], the directors and executive officers of each of SBE and Merger Sub do not beneficially own any shares of Common Stock,
except as set forth below:
Richard Acosta, Chief Financial Officer of SBE, acquired 32 shares of Common Stock on October 16, 2014,
representing a 0.0000009% interest in the Company. Mr. Acostas address is 5900 Wilshire, 31st Floor, Los Angeles, CA 90036.
(b)
Securities transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
Agreements Involving Common Stock
Important Information Regarding the CompanyTransactions in Common Stock
Item 12.
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The Solicitation or Recommendation
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Regulation M-A Item 1012
(d)
Intent to tender or vote in a going-private transaction
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
The Special MeetingRequired Vote for the Merger
Agreements Involving Common Stock
(e)
Recommendation of others
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsPosition of SBE, Merger Sub and Purchaser as to Fairness of the Merger
Special FactorsPosition of Yucaipa as to Fairness of the Merger
Special FactorsPurposes and Reasons of SBE, Merger Sub and Purchaser for the Merger
Special FactorsPurposes and Reasons of Yucaipa for the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Item 13.
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Financial Information
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Regulation M-A Item 1010
(a)
Financial statements
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Important Information Regarding the CompanySelected Historical Financial Information
Important Information Regarding the CompanyRatio of Earnings to Fixed Charges
Important Information Regarding the CompanyBook Value Per Share
Where You Can Find Additional Information
(b)
Pro forma information
. Not applicable.
Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used
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Regulation M-A Item 1009
(a) - (b)
Solicitations or recommendations; Employees and corporate assets
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Questions and Answers About the Special Meeting and the
Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Special FactorsFees and Expenses
The Special MeetingAdditional Assistance
Item 15.
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Additional Information
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Regulation M-A Item 1011
(b)
Golden Parachute Compensation
: The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Questions and Answers About the Special Meeting and the Merger
Special FactorsInterests of the Companys Directors and Executive Officers in the Merger
Special Factors Quantification of Potential Payments to the Companys Named Executive Officers in Connection with the
Merger
(c)
Other material information
. The information set forth in the Proxy Statement, including all annexes thereto,
is incorporated herein by reference.
Regulation M-A Item 1016
(a)(1) Preliminary Proxy Statement of Morgans Hotel Group Co. (incorporated herein by reference to the Schedule 14A filed concurrently
with the Securities and Exchange Commission).
(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy
Statement).
(a)(3) Letter to Morgans Stockholders (incorporated herein by reference to the Proxy Statement).
(a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).
(a)(5) Press Release dated May 9, 2016 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K, filed
May 9, 2016).
(b)(1) Debt Commitment Letter, dated as of May 9, 2016, by and between SBEEG Holdings, LLC and Security
Benefit Corporation.
(c)(1) Opinion of Morgan Stanley & Co. LLC, dated May 9, 2016 (incorporated herein by reference
to Annex B of the Schedule 14A filed concurrently with the Securities and Exchange Commission).
(c)(2)*Presentation to the Board of
Directors, dated March 14, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.
(c)(3)*Fairness Opinion Presentation, dated May 8, 2016, presented by Morgan
Stanley & Co. LLC to the Board of Directors of the Company.
(d)(1) Agreement and Plan of Merger, by and among Morgans Hotel
Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc., dated as of May 9, 2016 (incorporated herein by reference to Annex A of the Schedule 14A filed concurrently with the Securities and Exchange Commission).
(d)(2) Rollover Letter, by and among Yucaipa Hospitality Investments, LLC, SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc., dated
as of May 9, 2016.
(d)(4) Monroe Voting Agreement, among SBEEG Holdings, LLC and OTK Associates, LLC, dated as of May 9,
2016.
(d)(5) Monroe Voting Agreement, among SBEEG Holdings, LLC, Pine River Master Fund Ltd., Pine River Fixed Income Master Fund
Ltd. and Pine River Convertibles Master Fund Ltd., dated as of May 9, 2016.
(d)(6) Monroe Voting Agreement, among SBEEG
Holdings, LLC and Accommodations Acquisition Corp., dated as of May 9, 2016.
(d)(7) Monroe Voting Agreement, among SBEEG
Holdings, LLC and Yucaipa Hospitality Investments, LLC, dated as of May 9, 2016.
(d)(9) Equity Commitment Letter, dated as of
May 9, 2016, by and between SBEEG Holdings, LLC and Cain Hoy Enterprises LP.
(d)(10) Guaranty of Commitment, dated as of May 9,
2016, by and between Security Benefit Corporation and Cain Hoy Enterprises LP.
(f)(1) Section 262 of the Delaware General
Corporation Law (incorporated herein by reference to Annex C of the Schedule 14A filed concurrently with the Securities and Exchange Commission).
(g) None.
* Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated as of June 22, 2016
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MORGANS HOTEL GROUP CO.
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By:
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/s/ Richard Szymanski
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Name:
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Richard Szymanski
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Title:
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Chief Financial Officer
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SBEEG HOLDINGS, LLC
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By:
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/s/ Sam Nazarian
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Name:
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Sam Nazarian
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Title:
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Chairman & Chief Executive Officer
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TROUSDALE ACQUISITION SUB, INC.
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By:
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/s/ Sam Nazarian
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Name:
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Sam Nazarian
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Title:
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Chairman & President
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YUCAIPA HOSPITALITY
INVESTMENTS, LLC
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By:
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/s/ Robert P. Bermingham
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Name:
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Robert P. Bermingham
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Title:
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Vice President & Secretary
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