Each of Starr Investment Fund II, LLC (
Starr II
) and SPH GRD Holdings, LLC (
Starr
and, together with Starr II, the
Starr Funds
) is a party to a Second Amended and Restated Stockholders Agreement, dated as of July 22, 2016 (the
Stockholders Agreement
), among the Company, GRD Holding LP (
GRD Holding
), GRD Holding-A LP (
GRD Holding-A
) and GRD Holding AEA LLC (
GRD Holding AEA
and, together with GRD Holding and GRD Holding-A, the
AEA Funds
). The Stockholders Agreement contains, among other things, certain restrictions on the ability of the AEA Funds and Starr Funds to freely transfer shares of the Companys stock, and further provides that, for a period of two years following the initial public offering of the Company, subject to certain exceptions, Starr II will agree to vote or cause to be voted the 8,519,176 shares of the Companys common stock held of record by Starr II as of the date hereof on all matters presented to the stockholders in the same manner that the AEA Funds vote on such matters. As a result of such agreement, the AEA Funds may be deemed to have or share voting power over the 8,519,176 shares held of record by Starr II, however the AEA Funds disclaim beneficial ownership of such shares.
The Stockholders Agreement also provides that, for so long as each of the AEA Funds, on the one hand, and Starr, on the other hand, respectively in the aggregate own at least 10% of the Companys outstanding common stock, each of the AEA Funds and Starr are entitled to nominate at least one individual for election to the Companys board. The AEA Funds and the Starr Funds have agreed pursuant to the Stockholders Agreement to vote all of their respective shares to elect such individuals to the Companys board. As a result of such agreement, the Starr Funds may be deemed to have or share voting power over the 18,515,525 shares held of record by GRD Holding, the 1,779,782 shares held of record by GRD Holding-A, and the 3,950,924 shares held of record by GRD Holding AEA however the Starr Funds disclaim beneficial ownership of such shares.
The aggregate number of shares of common stock beneficially owned collectively by the AEA Funds and Starr Funds, based on available information, is approximately 44,832,545 shares, which represents approximately 73.5% of the outstanding common stock of the Company. The Starr Funds disclaim beneficial ownership of any shares of common stock held by the AEA Funds.
|