Item 2.01. Completion of Acquisition or Disposition of Assets.
In accordance with the terms of the Merger Agreement, on
• each share of the Company's common stock, par value
"Common Stock"), that was issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) ceased to be outstanding and was converted into the right to receive$56.00 , in cash, without interest, subject to deductions of any applicable withholding taxes (the "Common Merger Consideration");
• each share of the Company's 8.50% Series A Fixed-to-Floating Rate Cumulative
Redeemable Perpetual Preferred Stock, par value$0.0001 per share (the "Series A Preferred Stock"), that was issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, was converted into the right to receive an amount equal to the sum of: (i) the liquidation preference of$25.00 per share; plus (ii) the aggregate amount of all accrued and unpaid dividends on such Series A Preferred Stock as of the Effective Time, in cash, without interest, subject to deductions of any applicable withholding taxes (the "Series A Merger Consideration"); and
• each share of the Company's 8.50% Series B Fixed-to-Floating Rate Cumulative
Redeemable Perpetual Preferred Stock, par value$0.0001 per share (the "Series B Preferred Stock"), that was issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, was converted into the right to receive an amount equal to the sum of: (i) the liquidation preference of$25.00 per share; plus (ii) the aggregate amount of all accrued and unpaid dividends on such Series B Preferred Stock as of the Effective Time, in cash, without interest, subject to deductions of any applicable withholding taxes (the "Series B Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time:
• each stock option that was granted pursuant to the
Equity Incentive Plan, as amended from time to time or theCAI International, Inc. 2019 Incentive Plan, as amended from time to time (each, an "Equity Incentive Plan" and collectively, the "Equity Incentive Plans"), that remained outstanding immediately prior to the Effective Time (each, an "Option") that had a per share exercise price that was less than$56.00 , was cancelled at the Effective Time in exchange for an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Common Stock subject to such Option multiplied by (y) the excess of the Common Merger Consideration over the applicable per share exercise price of the Option, subject to any applicable withholding taxes;
• each restricted stock unit that was granted pursuant to such applicable Equity
Incentive Plan that remained outstanding immediately prior to the Effective Time (each, an "RSU") and each RSU that was granted pursuant to an Equity Incentive Plan, that was subject to vesting, in part or in whole, based on the achievement of corporate performance goals that had not been satisfied as of immediately prior to the Effective Time and that remained outstanding immediately prior to the Effective Time (each, a "PRSU") were cancelled and automatically converted at the Effective Time into the right to receive$56.00 , in cash, without interest, for each share of Common Stock subject to the RSU or PRSU, subject to any applicable withholding taxes; and
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• as a result of the Merger, each restricted share of Common Stock that was
issued under an Equity Incentive Plan that remains outstanding and unvested
immediately prior to the Effective Time (each, an "RSA") became fully vested . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The information set forth under "Introductory Note" and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, other than Excluded Shares, ceased to be outstanding and were converted into the right to receive the Common Merger Consideration, the Series A Merger Consideration or the Series B Merger Consideration, as applicable. At the Effective Time, all holders of each of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock ceased to have any rights with respect thereto other than the right to receive the Common Merger Consideration, the Series A Merger Consideration or the Series B Merger Consideration, as applicable, in each case, pursuant to the Merger Agreement.
The information set forth under "Introductory Note," Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.
The information set forth under "Introductory Note" and Item 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon consummation of the Merger, at the Effective Time,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time and as a result of the
Merger, the amended and restated certificate of incorporation of the Company, as
amended, was amended and restated in its entirety and such amended and restated
certificate of incorporation (the "Amended and Restated Certificate of
Incorporation") was filed as Exhibit A to the Certificate of Merger with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as ofJune 17, 2021 , by and among Mitsubishi HC Capital Inc.,Cattleya Acquisition Corp. andCAI International, Inc. (filed as Exhibit 2.1 toCAI International, Inc.'s Current Report on Form 8-K filed onJune 21, 2021 and incorporated herein by reference). Amended and Restated Certificate of Incorporation ofCAI International , 3.1 Inc. 3.2 Amended and Restated Bylaws ofCAI International, Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company hereby undertakes to supplementally furnish copies of any omitted
schedules to the
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