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CUSIP No. 148806102
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Schedule 13D
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Page
13
of 24 Pages
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Preference Shares, and Associates
VII-B
held 14,731 Series A Preference Shares, representing an aggregate of 650,000 Series A Preference Shares. The
aggregate purchase price of the shares purchased by GEI VII was $290,437,485, the aggregate purchase price of the shares purchased by GEI Side VII was $343,190,835, the aggregate purchase price of the shares purchased by Associates
VII-A
was $1,641,120, and the aggregate purchase price of the shares purchased by Associates
VII-B
was $14,730,560, representing a total aggregate purchase price of
$650,000,000. The funding for the purchase of these shares was obtained from GEI VIIs and GEI Side VIIs contributed capital and cash provided by the investors in each of Associates
VII-A
and
Associates
VII-B.
ITEM 4.
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PURPOSE OF TRANSACTION
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The Investors and the other Reporting Persons acquired the Series A Preference Shares for investment purposes pursuant to the Equity Commitment
and Investment Agreement entered into by and among GEI VII, GEI Side VII, and the Issuer on April 14, 2019 (the
Investment Agreement
). The Investment Agreement entitles certain of the Reporting Persons to designate, and
requires the Issuer to appoint, an individual to serve on the Issuers Board of Directors (the
Board
), subject to certain conditions. Accordingly, Peter Zippelius has been appointed to the Board. For further information, see
Items 2 and 6 hereof and the Investment Agreement filed herewith as Exhibit 7.1.
GEI VII, GEI Side VII, Associates
VII-A
and Associates
VII-B
have agreed, pursuant to the Stockholders Agreement by and among the Issuer, GEI VII and GEI Side VII, dated as of May 17, 2019 and filed
herewith as Exhibit 7.2 (the
Stockholders Agreement
), to vote all shares of the Issuers capital stock that the Investors are entitled to vote at any meeting of the shareholders of the Issuer: (i) in favor of
directors nominated and recommended by the Issuers nomination and corporate governance committee, (ii) against removal of directors designated by the Issuers nomination and corporate governance committee, (iii) against any
shareholder nominations for directors that are not approved and recommended by the Board, (iv) in favor of the Issuers
say-on-pay
proposal and any
proposal by the Issuer relating to equity compensation that has been approved by the Issuers compensation committee, (v) in favor of the Issuers proposal for ratification of the appointment of the Issuers independent
registered public accounting firm, and (vi) in accordance with the recommendation of the Board with respect to any proposed business combination between the Issuer and any other person. The Investors are otherwise entitled to vote their shares
of the Issuer as they see fit, in their sole discretion. For further information, see Item 6 hereof, and the Stockholders Agreement filed herewith as Exhibit 7.2.
The parties to the Stockholders Agreement have agreed, pursuant to the Stockholders Agreement, until the later of (x) three
years after the closing of the transactions contemplated by the Investment Agreement and (y) the date on which no nominee designated by the Investors serves on the Board and the Investors are no longer entitled to designate any director for
nomination (or the Investors have irrevocably waived such right), not to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, beneficial ownership of any of the Issuers securities,
excluding any shares of Common Stock or other securities acquired pursuant to a conversion of the Series A Preference Shares, bonus issue, dividend or distribution by the Issuer, or in connection with the performance of service as a director of the