At a Board meeting on February 7, 2019, the Board discussed H&F’s interest in a possible transaction involving the Company. Representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), the Company’s outside counsel, and Mary Jane Broussard, Senior Vice President and General Counsel of the Company, were present by invitation of the Board. Mr. Bird reviewed with the Board the discussions to date with H&F, including the preliminary discussion about valuation. The Board discussed the merits and considerations of continuing to engage in preliminary discussions with H&F and possibly other potential third parties. Following discussion, the Board unanimously authorized the Company and Fried Frank to negotiate an appropriate confidentiality agreement with H&F (and other third parties, as applicable) to facilitate confidential due diligence. The Board also authorized the executive committee of the Board (the “Executive Committee”), which, at the time, consisted of Wendy Beck, Philip Francis, Larry Stone, and Martin Eltrich, to enter into negotiations for the engagement of a financial advisor, on behalf of the Company, to help evaluate the Company’s standalone prospects and to advise the Board in connection with discussions with, and consideration of any offers from, third parties, including H&F. The Board confirmed that they had not made any decision to sell the Company at that time.
That same day, the Company and H&F entered into a confidentiality agreement containing customary provisions, including a customary standstill provision. The confidentiality agreement executed in February 2019 with H&F expired in accordance with its terms. Following execution of the confidentiality agreement, during February 2019, the Company made confidential due diligence materials available to H&F, including through an online data room, and the parties participated in management presentations and due diligence meetings.
On February 21, 2019, the Company engaged a financial advisor in connection with its review of strategic alternatives, including its evaluation of the inbound interest from H&F regarding a possible acquisition of the Company.
On February 22, 2019, the Executive Committee held a meeting. Mr. Bird, Jeffrey Knudson, the Company’s Chief Financial Officer, and Ms. Broussard, as well as representatives of Fried Frank and the Company’s financial advisor were present by invitation of the Executive Committee. Senior management and the Executive Committee, along with its advisors, discussed, among other things, the current state of the Company’s business and financial performance, the initial interest from H&F, and considerations with regard to a possible follow-up proposal by H&F. Fried Frank reviewed with the Executive Committee the Board’s fiduciary duties. The Executive Committee considered the merits and considerations of reaching out to additional third parties, including the risks associated with a leak that the Company was engaging in such discussions, the universe of potential third parties who may be interested in acquiring the Company, and the preliminary nature of H&F’s expressed interest. The Company’s financial advisor reviewed with the Executive Committee other private equity firms and strategic parties who might have the financial wherewithal and strategic interest to pursue a potential transaction with the Company. Following these discussions, the Executive Committee authorized the Company’s financial advisor to contact three financial sponsors (“Party A,” “Party B” and “Party C”). The Company did not contact any potential strategic acquirors, at this time, given potential competitive concerns and the Executive Committee’s view, after discussions with the Company’s financial advisor, that there was a low likelihood of interest from strategic acquirors.
Following this meeting, the Company’s financial advisor began contacting Party A, Party B, and Party C.
Between February 27, 2019 and March 5, 2019, the Company executed confidentiality agreements containing customary provisions, including customary standstill provisions, with each of Party A, Party B, and Party C following which the Company made an online data room available to each of them. Each of the confidentiality agreements executed in 2019 with Party A, Party B, and Party C expired in accordance with their respective terms.
On or about March 7, 2019, at the direction of the Executive Committee, the Company’s financial advisor uploaded to the online data room a bid process letter, which contained instructions for submitting preliminary indications of interest to the Company by March 15, 2019.
On March 13, 2019, at a meeting of the Executive Committee, at which Messrs. Bird, Knudson and Ms. Broussard as well as representatives of the Company’s financial advisor were present by invitation of