text
stringlengths 59
2.24k
| label
int64 0
1
|
|---|---|
This amount represents the “double-trigger” cash severance payments for Mr | 0 |
At the request of the board, Citi then rendered to the board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated April 7, 2024, and is attached to this Proxy Statement as Annex B, that as of the date of such opinion, and based upon and subject to, the various assumptions, qualifications, limitations and other matters set forth in its written opinion, the common stock merger consideration of $39 | 1 |
For additional details regarding the treatment of Company RSUs, Company PRSUs and Company Options, see the section of this proxy statement captioned “Special Factors—Certain Effects of the Merger—Treatment of Equity Compensation Awards and Company ESPP | 1 |
Skadden also shared with certain independent directors, at their request, the markup of the draft merger agreement provided by Simpson Thacher | 1 |
terms and subject to the conditions set forth therein, (iv) directed that the merger be submitted to the common stockholders of the Company for their consideration and approval at the special meeting, and (v) recommended that the Company’s common stockholders vote in favor of the adoption of the merger agreement and the approval of the merger | 1 |
In connection with the closing of the merger, the Parent Entities will cause an aggregate of approximately $5 | 0 |
Additionally, pursuant to the General Atlantic Support Agreement, GA HRG Collections, in its capacity as the TRA Party Representative (as such term is defined in the Tax Receivable Agreement), waived acceleration of HireRight’s obligations under the Tax Receivable Agreement, if any, arising from any “Change of Control” (as such term is defined in the Tax Receivable Agreement) occurring solely by virtue of the consummation of transactions contemplated in the Merger Agreement | 0 |
During the same day, representatives of Simpson Thacher sent a revised draft of the merger agreement and related documents, on behalf of Blackstone, to representatives of Skadden | 1 |
12 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of the Company common stock (other than holders of excluded common stock) is fair, from a financial point of view, to such holders | 1 |
The board and the representatives from management and Citi discussed the foregoing in detail, as well as, among other matters, the overall economic environment, interest rates and the potential for changes in interest rates, public market valuations of REITs, and other potential strategic alternatives | 1 |
On Friday, April 5, 2024, representatives of Skadden sent a revised draft of the merger agreement and related documents | 1 |
The board discussed the proposed transaction in detail, including, without limitation, the matters described in the section entitled “—Reasons for the Merger | 1 |
On Monday, April 1, 2024, representatives of Simpson Thacher & Bartlett LLP, legal counsel to Blackstone (which we refer to as “Simpson Thacher”), on behalf of Blackstone, submitted a markup of the draft merger agreement to representatives of Citi and Skadden as well as draft amendment to the Partnership LPA | 1 |
In addition, the Parent Entities may terminate the merger agreement under certain circumstances and subject to certain restrictions, including if our board effects an adverse recommendation change | 0 |
No non-public information regarding the Company was shared at that time and no terms of any potential transaction were discussed | 1 |
Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 7, 2024, and is not necessarily indicative of current market conditions | 0 |
Rather, Citi made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses | 0 |
The tables must be read together with the full text of each summary and such tables are, alone, not a complete description of the financial analyses of Citi | 0 |
Representatives from Skadden then reviewed with the board the material terms of the proposed transaction with Blackstone and the board’s legal duties, and the board asked, and representatives from the Company’s management, Citi and Skadden answered, questions related to the same | 1 |
The board also discussed the importance of a definitive merger agreement allowing the Company to terminate the merger agreement to enter into a superior proposal while paying a relatively low termination fee | 1 |
No company or transaction used in the following analyses as a comparison is directly comparable to the Company or the merger | 0 |
0% of the Company’s equity value if the Company terminated the merger agreement within 45 days after signing the merger agreement to accept a superior proposal, and otherwise 2 | 1 |
each outstanding restricted stock unit in respect of Company Common Stock that is subject to time-based vesting conditions (each, a “Company RSU”) that has vested but not yet settled as of the Effective Time (taking into account any acceleration of vesting) will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration | 0 |
This spin-off was based on a long-term strategic review by Aimco and the belief that a separation would benefit both the Company and Aimco including, with respect to the Company, by, among other things, providing for a low leverage balance sheet, enhanced management focus, higher funds from operations (“FFO”) due to the elimination of earnings dilution from properties with reduced or no earnings during their development, redevelopment or lease-up and lower management costs due primarily to the elimination of overhead costs related to development and redevelopment activities | 1 |
The negotiations covered various aspects of the transaction, including, among others, the representations and warranties made by the parties, the restriction on the conduct of the Company’s business until completion of the transaction, the conditions to completion of the merger, the Company’s obligations to cooperate with Blackstone’s debt financing efforts and pre-closing restructuring transactions, the terms relating to payment of the Company termination fee and reverse termination fee, and provisions regarding our equity awards, retention of employees and treatment of certain existing employee benefits and other compensation matters | 1 |
During the course of February 2024, representatives of Citi had informal discussions with representatives of Party B and asked Party B for its views on the value of the Company | 1 |
Whether or not you plan to attend the special meeting, we request that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet | 0 |
At the time of the execution of the merger agreement, Blackstone had not discussed the terms of any post-closing employment or equity participation for the Company’s management (other than the fact that the Partnership would remain in place and that the Partnership units would remain outstanding at the closing of the merger) with any members of the Company’s management or the board | 1 |
Members of the board asked, and representatives from Skadden answered, questions related to the same and a discussion then ensued | 1 |
The following discussion is a summary of material US federal income tax consequences of the Merger to US Holders and Non-US Holders (each, as defined below) of the shares of Company Common Stock | 0 |
Abramo under the Abramo Agreement, and for our other executive officers (other than Messrs | 0 |
Party A informed representatives of Citi that, based on publicly available information, its preliminary valuation of the Company would be in the range of $37-39 per share of the Company common stock, in cash | 1 |
Treasury rate at the time of announcement of each of these transactions, in Citi’s view, based on its professional judgment and experience, made them sufficiently comparable to the Company and/or the transactions contemplated by the merger agreement or otherwise relevant for purposes of analysis | 0 |
Thereafter, as instructed by the board, Citi representatives communicated to Blackstone that the per share price in the updated Blackstone proposal was insufficient, and asked Blackstone to increase its offer price in a revised proposal | 1 |
On March 26, 2024, representatives of Blackstone indicated to representatives of Citi that Blackstone was considering increasing its valuation to $38 per share of the Company common stock | 1 |
Party A’s non-binding letter also indicated that Party A’s non-binding offer of $37 | 1 |
A breach of these “no-solicitation” provisions of the Merger Agreement by any director, officer or other representative of HireRight (other than a consultant or an employee of HireRight who is not an officer of HireRight and is not acting at the direction of HireRight in connection with any action that constitutes a breach of the “no-solicitation” provisions) will be deemed to be a breach of such provisions by HireRight | 0 |
The Company has agreed not to solicit or enter into an agreement regarding an acquisition proposal or inquiry, and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any acquisition proposal or inquiry | 0 |
Abramo, three months) prior to or 18 months following the Effective Time | 0 |
No non-public information regarding the Company was shared at that time and no terms of any potential transaction were discussed | 1 |
The representatives of Citi also explained that Blackstone emphasized that this was their best and final offer and that no additional improvements would be forthcoming | 1 |
Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Citi’s financial opinion | 0 |
9% included in the initial Blackstone documentary submissions) which would be payable if the Company terminated the merger agreement within 60 days (instead of 40 days) after signing the merger agreement with Blackstone to enter into a definitive agreement providing for the implementation of a superior proposal that was received during the first 45 days (instead of 30 days) after signing the merger agreement with Blackstone, and otherwise 3 | 1 |
On Wednesday, April 3, 2024, Blackstone submitted a written, non-binding proposal (the “updated Blackstone proposal”) to the board to acquire all outstanding shares of the Company common stock for an increased price of $39 | 1 |
8 billion of outstanding indebtedness immediately following the closing of the merger | 0 |
Party A also orally requested a 45-day exclusivity period to complete confirmatory due diligence, obtain commitments from potential sources of equity and debt financing and execute transaction documents (which we refer to as the “initial Party A proposal”) | 1 |
The parties filed their notification and report forms under the HSR Act on March 1, 2024 | 0 |
The board also discussed again the transaction structure, including that the proposed merger involving the Company would not impact the Partnership and that all Partnership units would remain outstanding | 1 |
As of April 30, 2024, we had approximately $325 million aggregate principal amount outstanding under our revolving credit facility | 0 |
In addition, prior to obtaining the Requisite Stockholder Approvals, if HireRight has received a bona fide Acquisition Proposal that the Special Committee has concluded in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, then the HireRight Board, upon the recommendation of the Special Committee, or the Special Committee, may effect a Recommendation Change with respect to such Acquisition Proposal or authorize HireRight to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal, but only if | 0 |
During the morning of April 7, 2024, substantially final drafts of the merger agreement, disclosure schedules and other transaction related documents were provided to the board | 1 |
During the meeting, representatives from Skadden reviewed with the board, among other matters, the legal duties of directors in evaluating transactions of this type | 1 |
In addition, it is expected that the Sponsor will contribute equity to the Parent Entities for the purpose of funding the acquisition costs (including the common stock merger consideration) that are not covered by such debt financing | 0 |
This discussion does not describe any tax consequences arising in connection with the Tax Receivable Agreement | 0 |
05 per share of the Company common stock, in cash (representing an approximately 24% premium to the closing price of the Company common stock on Tuesday, April 2, 2024), which assumed that the Company did not declare any further dividends on the Company common stock | 1 |
From the range of implied enterprise values it derived for the Company, Citi subtracted the Company’s net debt as of December 31, 2023 (calculated as total debt and preferred equity, less cash and cash equivalents) to derive the equity value of the Company, and subsequently divided such equity value by the fully-diluted shares of common stock (taking into account the OP Units held by third parties) outstanding as of April 5, 2024, to derive an implied share price range | 0 |
During the course of February 2024, representatives of Citi had informal discussions with representatives of Party A and asked Party A for its views on the value of the Company | 1 |
However, the Company may, prior to obtaining the required company stockholder approval, engage in discussions or negotiations and provide non-public information to a third party that has made an unsolicited bona fide written acquisition proposal that did not result from a breach of the non-solicit provisions of the merger agreement if our board determines in good faith, after consultation with our financial and outside legal advisors, that such acquisition proposal constitutes a superior proposal or could reasonably be expected to lead to a superior proposal | 0 |
0% as provided in the Company’s draft of the merger agreement) if the Company terminated the merger agreement within 40 days after signing the merger agreement with Blackstone to accept a superior proposal from certain bidders that provided for an acquisition proposal during the first 30 days after the date of the signing of the merger agreement with Blackstone, and otherwise 3 | 1 |
At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and the officers of HireRight as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed | 0 |
Citi then analyzed the percentage premium or discount paid by the acquiror compared to the consensus net asset value per share of the applicable target business, which produced a range of discounts between (8 | 0 |
During the meeting, representatives of Citi summarized for the board various financial analyses, which are described in more detail in the section entitled “—Opinion of Our Financial Advisor” and the final Blackstone proposal, as well as the Company’s total stockholder return and discount to the Company’s net asset value since announcement of its separation from Aimco on September 14, 2020 | 1 |
The board also compared the potential risks of both processes, including the potential (i) strain on the Company’s management, (ii) erosion of morale among employees, (iii) risk that potential co-investors and counterparties in property-level transactions may not be willing to transact with the Company during the pendency of such a process if the fact such a process was occurring were to leak to the media, (iv) distraction to the Company in the event of any leak to the media (and the potential disruption thereof on apartment community relationships and transactions in the pipeline) and (v) global inflation trends and the risk that an increase in interest rates could affect the availability and/or price per share of Blackstone’s and Party A’s proposals by increasing their financing costs and/or affect the Company’s net asset value | 1 |
The board also discussed with representatives of management and Citi the likelihood of whether Blackstone or Party A would be willing to increase their proposed price per share of the Company common stock | 1 |
The foregoing description of the expected LPA Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the expected LPA Amendment, which is attached as an exhibit to the merger agreement, a copy of which is attached to this proxy statement as Annex A | 0 |
multi-family real estate, (iv) continuously improved our best-in-class property operations platform, (v) maintained a flexible, low levered balance sheet, and (vi) entered into several joint venture agreements to diversify its capital sources, crystalize value in its existing properties, and upgrade its property portfolio | 1 |
From and after February 15, 2024 until the earlier to occur of the valid termination of the Merger Agreement and the Effective Time, HireRight will cease and cause to be terminated any discussions or negotiations with any person and its affiliates and representatives, cease providing any further information with respect to HireRight or any Acquisition Proposal to any such person or its affiliates or representatives and terminate all access granted to any such person and its affiliates or representatives to any physical or electronic data room | 0 |
The mark-up to the merger agreement provided that, among other things (i) the Company would be subject to prohibitions on soliciting alternative proposals with a two-tier termination fee equal to 1 | 1 |
The preparation of financial opinions is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial opinions are not necessarily susceptible to partial analysis or summary description | 0 |
The Merger will become effective upon the filing and acceptance for record of the certificate of merger, or such later time as may be agreed by the parties and specified in the certificate of merger | 0 |
On December 15, 2020, the Company, with the assistance of its advisors, including Skadden and Citi, was spun out from Aimco, creating an independent public company distinct from Aimco focused on the ownership of stabilized multi-family properties located in top markets in the United States | 1 |
The board discussed with the representatives from Citi and Skadden, as well as the Company’s management, the updated Blackstone proposal, including that Blackstone increased its price per share of the Company common stock from a range of $35-36 in February to $39 | 1 |
the obligations of the parties to consummate the merger are not subject to any financing condition or the receipt of any financing by the Parent Entities or Merger Sub | 0 |
25% of the Company’s equity value), along with matching rights in favor of the buyer if any superior proposal were received, (iii) the Company would be permitted to continue to pay its regular quarterly dividends and any other dividends necessary to maintain its REIT status or to avoid the incurrence of entity-level income or excise taxes, in each case without any reduction in the per share merger consideration, and (iv) the Company would have the right to enforce the buyer’s obligations under the merger agreement and to seek damages (including lost premium on behalf of the holders of the Company common stock) if buyer were to breach its obligations under the merger agreement | 1 |
The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the respective proposal | 0 |
Citi also calculated a range of terminal values for the Partnership by applying a range of terminal capitalization rates of 5 | 0 |
After discussion, the board then directed representatives of Citi to (i) indicate to each of Blackstone and Party A that their proposed prices per share of the Company common stock were insufficient and that the board would next meet to consider valuations on April 4, 2024, and that each of Blackstone and Party A should submit best and final written offers by April 3, 2024, and (ii) provide to Blackstone drafts of the merger agreement and disclosure schedules thereto prepared by Skadden and the Company’s management | 1 |
Further, representatives from Skadden reminded the directors of their legal duties with respect to an acquisition of the Company and reviewed the key terms of the initial Blackstone documentary submissions, including (i) those described in the paragraph regarding the events on April 1, 2024, above, (ii) the board’s ability to change its recommendation under certain circumstances and the | 1 |
On February 27, 2024, the board held a meeting with members of the Company’s management and a representative of Citi in attendance | 1 |
00 per share price included in the initial Party A proposal | 1 |
On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL | 0 |
On March 3, 2024, the Company entered into a confidentiality agreement with Blackstone, which included customary standstill provisions | 1 |
The Citi representatives informed the board that Citi had instructed Blackstone and Party A to submit best-and-final offers by Wednesday April 3, 2024, and reminded the board that Party B had previously indicated it was not interested in pursuing an acquisition of the Company at that time | 1 |
The merger agreement may be terminated under certain circumstances by the Company, including prior to obtaining the required company stockholder approval, if, after following certain procedures and adhering to certain restrictions, our board effects an adverse recommendation change in connection with a superior proposal and the Company enters into a definitive agreement providing for the implementation of a superior proposal | 0 |
On Wednesday, March 27, 2024, Blackstone submitted to a representative of Citi a written, non-binding proposal (the “initial Blackstone proposal”) to acquire all of the Company common stock for cash at a price of $39 | 1 |
changes in general economic conditions in the United States or any other country or region in the world, or changes in conditions in the global economy generally | 0 |
The following is a summary of the material financial analyses delivered by Citi to the board in connection with rendering its opinion described above | 0 |
The merger agreement also contemplated that the merger would have no effect on the Partnership and that all Partnership units would remain outstanding, with holders thereof continuing to have pre-closing and post-closing redemption rights as set forth in the Partnership LPA | 1 |
If you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have no effect on the outcome of these proposals | 0 |
Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses | 0 |
Holder for cash in the Merger will generally be a taxable transaction for US federal income tax purposes | 0 |
The Merger Agreement has been included to provide HireRight stockholders with information regarding its terms | 0 |
during the period commencing on the closing date and ending on the date a notice of redemption is received and (iii) any Partnership units redeemed after the tenth (10th) day following the closing date will be valued by the General Partner in good faith on the basis of such information as it considers, in its reasonable judgment, as appropriate (which we refer to as the “LPA Amendment”) | 0 |
The Closing will take place no later than the third business day following the satisfaction or waiver (to the extent permitted under the Merger Agreement) of all conditions to the Closing (described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted in the Merger Agreement) of such conditions) or such other time agreed to in writing by Parent and HireRight | 0 |
For purposes of this discussion, a “Non-US Holder” is a beneficial owner of shares of Company Common Stock that is neither a US Holder nor an entity or arrangement classified as a partnership for US federal income tax purposes | 0 |
The updated Blackstone proposal also indicated that it would expire on 11:59 pm | 1 |
00, the board determined not to provide such drafts to Party A unless Party A indicated it was prepared to meaningfully improve its proposed price | 1 |
Also on March 4, 2024, Blackstone and Party A (and their respective representatives) were granted access to non-public information of the Company in an electronic data room (which we refer to as the “data room”) created to facilitate due diligence on the Company | 1 |
The Merger will become effective, at the Effective Time, upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as may be agreed in writing by Parent, Merger Sub and HireRight and specified in the Certificate of Merger in accordance with the DGCL | 0 |
The board discussed the fact that the initial Party A proposal was at a lower price per share than the updated Blackstone proposal and that the initial Party A proposal required a 45-day exclusivity period to permit Party A to complete its due diligence and obtain financing commitments, and that there was no certainty that Party A could secure full financing or increase its price and decided not to engage in further negotiations with Party A at that time | 1 |