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2%) for the selected precedent transactions (reflecting the maximum and minimum observed discount of transaction price per share to consensus net asset value per share) | 0 |
The merger agreement contemplated that, among other things, (i) the Company would merge with and into a wholly owned subsidiary of three affiliates of the buyer, with the holders of the Company common stock receiving cash consideration, (ii) the Company would be subject to a prohibition on soliciting alternative proposals but would be permitted to (x) change its recommendation that stockholders approve the merger under certain circumstances, including if the failure to make such change would be inconsistent with its duties under applicable law, and (y) enter into an agreement with respect to a superior proposal by paying a two-tier termination fee (equal to 1 | 1 |
Proceeds from the exchange of the shares of Company Common Stock pursuant to the Merger generally will be subject to information reporting | 0 |
The Parent Entities expect that the Partnership will have approximately $5 | 0 |
Some of the summaries of the financial analyses include information presented in tabular format | 0 |
If you attend the special meeting and you are a stockholder of record at the close of business on the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the special meeting | 0 |
The revised draft of the merger agreement accepted the Company鈥檚 proposed two-tier termination fee of 1 | 1 |
At the same meeting, the board considered and discussed with representatives of Citi and the Company鈥檚 management, among other matters, the potential risks and rewards of pursuing a strategic transaction relative to pursuing the Company鈥檚 existing strategy as an independent public company and, if it determined to pursue a strategic transaction, whether the Company should conduct a broader auction process or whether negotiations with only Blackstone and Party A would be reasonably likely to result in the highest available valuation for the Company and its stockholders | 1 |
Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals | 0 |
Based on the financial projections, Citi calculated the estimated present value of unlevered free cash flows that the Partnership was forecasted to generate during the fiscal years ending December 31, 2024 through December 31, 2028 | 0 |
0%, which range was selected by Citi based on its professional judgment and experience, to the projected fiscal year 2029 net operating income of the Partnership | 0 |
During the weeks of March 11, 2024 and March 18, 2024, members of Company management conducted numerous separate diligence calls and meetings with representatives of each of Blackstone and Party A and their respective counsel and other advisors | 1 |
These meetings included a discussion of the Company鈥檚 business and, to the extent requested and scheduled by the potential counterparties, additional topics including financial due diligence, operational (including labor, employment and compensation) due diligence, capital expenditures due diligence, capitalization and debt due diligence, and legal and tax due diligence | 1 |
The final Blackstone proposal noted that given that the proposed transaction documentation was substantially complete, Blackstone was prepared to sign and announce a transaction by the opening of the stock market on Monday, April 8, 2024 | 1 |