Item 5.01. Changes in Control of Company.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.01.
As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the
Merger, the Company became a wholly owned subsidiary of Parent.
On November 3, 2016, in accordance with the Companys bylaws and Section 141(k) of the
Delaware General Corporation Law, following the effectiveness of the Merger, (1) all of the directors serving on the Board of Directors of the Company (the Board) were removed without cause; and (2) Parent, the sole stockholder of the
Company, elected David Sambur, Aaron Sobel, Darren Glatt and William Taylor Rhodes to the Board as directors of the Company, effective immediately. Prior to their respective elections, each of David Sambur, Aaron Sobel and Darren Glatt advised the
Company that, to the best of his knowledge, he was not currently a director of, and did not hold any position with, the Company or any of its subsidiaries. As disclosed in the Companys definitive proxy statement in connection with the
Companys 2016 Annual Meeting of Stockholders (the 2016 Proxy Statement), prior to the Merger, Mr. Rhodes was the Chief Executive Officer and President of the Company and a member of the Board.
Each of David Sambur, Aaron Sobel, Darren Glatt and William Taylor Rhodes has further advised the Company that, to the best of his knowledge,
neither he nor any of his immediate family members (1) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries; or (2) has been involved in any transactions with the Company or
any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as disclosed herein. Other than as disclosed under the caption Certain Relationships and Related
Transactions in the 2016 Proxy Statement, Mr. Rhodes has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
William Taylor Rhodes
has served as the Companys President since January 2014 and as its Chief Executive Officer and
member of the Board of Directors since September 2014. Previously Mr. Rhodes served as the Companys Chief Customer Officer from September 2013 to January 2014 and as its Managing Director, International from December 2011 to September 2013.
Mr. Rhodes has also served in various other leadership roles at the Company since 2007, including as its Vice President, Enterprise (International), Vice President, Enterprise (US) and Vice President, Intensive. Prior to joining the Company, Mr.
Rhodes held a series of progressive leadership roles managing end-to-end relationships with large global customers at EDS. He is also a former US Marine Corps officer and received his M.B.A. from the University of North Carolina at Chapel Hill.
David Sambur
is a Partner of Apollo Global Management, having joined in 2004. Mr. Sambur has experience in financing, analyzing,
investing in and/or advising public and private companies and their board of directors. Prior to joining Apollo, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the board of directors of AP
Gaming Holdco, Inc. (parent of AGS Capital LLC), Caesars Acquisition Company, Caesars Entertainment Corporation, Hexion Holdings, LLC and MPM Holdings, Inc. (parent of Momentive Performance Materials Inc.), New Outerwall, Inc. (parent of Coinstar,
LLC and Redbox Automated Retail, LLC) and Dakota Parent, Inc. (parent of Diamond Resorts International, Inc.). Mr. Sambur graduated summa cum laude and Phi Beta Kappa from Emory University with a bachelors degree in Economics.
Aaron Sobel
is a Principal of Apollo Global Management, having joined in 2011. Mr. Sobel has experience in financing, analyzing,
investing in and/or advising public and private companies and their board of directors. Prior to joining Apollo, Mr. Sobel was a member of the Financial Sponsors Group in the Investment Banking Division at Goldman Sachs & Co. Mr. Sobel graduated
with Highest Honors from the Stephen M. Ross School of Business at the University of Michigan with a BBA.
Darren Glatt
is a
Partner of Searchlight Capital Partners, having joined in 2013. Mr. Glatt has experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors. Prior to joining Searchlight, Mr. Glatt
was a Partner in the Private Equity Group at Apollo Global Management. Mr. Glatt also held positions at Apax Partners, The Cypress Group and Bear Stearns. Mr. Glatt currently serves on the board of directors of Ocean Outdoor and
160over90. Mr. Glatt graduated summa cum laude from The George Washington University, and holds a Master of Business Administration degree from Harvard Business School.