CUSIP No. 460981301
The Offer and withdrawal rights expired at 5:00 P.M. New York City time on Friday, January 4, 2019 (the “
Expiration Date
”). The
Depositary for the Offer has indicated that a total of 13,435,388 Shares were validly tendered and not validly withdrawn from the Offer (not including 46,844 Shares tendered pursuant to the notice of guaranteed delivery procedures) (the
“
Tendered Shares
”), of which approximately 10,627,218 Shares were tendered by stockholders who are not the Rollover Holders, directors or executive officers (the “
Minority Tendered Shares
”). For clarity, the
Tendered Shares do not include the approximately 9,400,000 shares of Common Stock that the Rollover Holders are obligated to roll over in the Offer pursuant to the Contribution and Assignment Agreements.
Pursuant to the Tender and Support Agreements, the Rollover Holders collectively tendered 2,569,671 shares of Common Stock. Immediately prior to the effective
time of the Merger, the Rollover Holders will contribute and assign the Rollover Shares to WC SACD, which will immediately thereafter, and prior to the effective time of the Merger, contribute and assign the Rollover Shares to WC SACD One Parent,
Inc. Pursuant to the Merger Agreement, the Rollover Shares owned by WC SACD One Parent, Inc. at the effective time of the Merger will be cancelled for no consideration.”
Item 5. Interest in Securities of the Issuer.
(a)
– (b) is hereby restated in its entirety as follows:
“Items 7 through 11 and 13 of the cover page of this Amendment No. 1 and the
footnotes thereto are incorporated herein by reference. All shares reported as beneficially owned due to the Tender and Support Agreements and Note Purchase Agreement are reported to the knowledge of the Reporting Persons based on the
representations of the Company and the Rollover Holders.
Due to the nature of the transactions contemplated by the Merger Agreement, the Tender and
Support Agreements, the Note Purchase Agreement, and the Contribution and Assignment Agreement, the Reporting Persons, along with the Rollover Holders, may be deemed members of a 13(d) group.
For Section 16 purposes, the Reporting Persons disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary
interest therein. ”
(d) is hereby restated in its entirety as follows:
“The Rollover Holders retain their rights to receive dividends from, or the proceeds from the sale of, shares of Common Stock currently held by the
Rollover Holders and not tendered in the Offer.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
Item 6 is hereby amended and supplemented to add the following:
“
Merger Agreement Amendment
On November 28,
2018, Parent entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) with Merger Sub and the Company. The Amendment clarifies that any Shares (as defined therein) issuable upon conversion of the Notes, with
aggregate principal amount of $34,000,000, that were issued pursuant to the Note Purchase Agreement will be disregarded for purposes of calculating the Minimum Condition (as v defined therein). Other than as expressly modified pursuant to the
Amendment, the Merger Agreement remains in full force and effect as originally v executed on October 31, 2018.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is incorporated herein by reference to Exhibit 99.15 hereto.