Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding
share of Company Common Stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price.
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Item 5.01
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Change in Control of Registrant.
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The Information set forth under Items 2.01 and 3.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of
consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.9 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from
the Vista Funds, the Company’s cash on hand, and the proceeds received in connection with debt financing pursuant to a $475 million senior secured term loan under the Credit Agreement, dated as of February 15, 2019, by and among
Parent, Merger Sub, the Company, certain domestic subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Owl Rock Capital Corporatoin, as administrative agent and collateral agent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.
The information set forth under Item 2.01 is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons, who were the directors of Merger Sub,
became directors of the Company: Maneet S. Saroya and Nicolas Stahl. Richard Stollmeyer, who was a director of the Company immediately prior to the Merger, will continue to be a director of the Company. The following persons, who were directors of
the Company prior to the completion of the Merger, are no longer directors of the Company: Katherine Blair Christie, Court Cunningham, Gail Goodman, Cipora Herman, Eric Liaw, Adam Miller and Graham Smith.
Effective upon completion of the Merger, the following persons, who were the officers of Merger Sub, became officers of the Company, Maneet S. Saroya and
Nicolas Stahl. Richard Stollmeyer, Brett White, and Michael Mansbach, who were officers of the Company immediately prior to the Merger, will continue to be officers of the Company.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and
restated to be in the form of the certificate of incorporation attached as Exhibit 3.1, which is incorporated herein by reference.
Effective upon
completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2, which is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 14, 2019, the Company held a special meeting of stockholders (the “Special Meeting”) at the Company’s offices in San Luis
Obispo, California.
As of January 18, 2019, the record date for the Special Meeting (the “Record Date”), there were 45,643,595 shares
of Company Class A Stock and 2,372,938 shares of Company Class B Stock outstanding and entitled to vote. Each holder of Company Class A Stock was entitled to one vote for each such share owned at the close of business on the Record
Date, and each holder of Company Class B Stock was entitled to ten votes for each such share owned at the close of business on the Record Date. At the Special Meeting, 32,963,120 shares of Company Class A Stock, or approximately 72.2% of
all outstanding shares of Company Class A Stock as of the Record Date and 2,106,463 shares of Company Class B Stock, or approximately 88.8% of all outstanding shares of Company Class B Stock as of the Record Date were present either
in person or by proxy, for a total of 35,069,583 shares of Company Common Stock, representing 54,027,780 votes or approximately 77.9% of the voting power of the Company Common Stock.
At the Special Meeting, three proposals were considered (each of which is described in detail in the Company’s definitive proxy statement, which was
filed with the SEC on January 23, 2019):
(1) The proposal to adopt the Merger Agreement (the “Merger Proposal”).
