CAI INTERNATIONAL, INC. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation in the Merger, and, at the effective time of the Merger (the "Effective Time"):
• each share of the Company's common stock, par value
"Common Stock"), that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will cease to be outstanding and will be 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 is issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, will be 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; and
• each share of the Company's 8.50% Series B Fixed-to-Floating Rate Cumulative
Redeemable Perpetual Preferred Stock, par value
B Preferred Stock") that is issued and outstanding immediately prior to the
Effective Time, other than Excluded Shares, will be converted into the right to
receive an amount equal to the sum of: (i) the liquidation preference of
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.
In addition, as a result of the Merger:
• each stock option that was granted pursuant to the Company's equity incentive
plans (the "Equity Incentive Plans") that remains outstanding immediately prior to the Effective Time (each, an "Option") that has a per share exercise price that is less than$56.00 , will be 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 the Equity Incentive
Plans and remains outstanding immediately prior to the Effective Time (each, an "RSU") and each RSU that was granted pursuant to an Equity Incentive Plan, that is subject to vesting in part based on the achievement of corporate performance goals that have not been satisfied as of immediately prior to the Effective Time and that remains outstanding immediately prior to the Effective Time (each, a "PRSU"), will be 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
• each share of common stock that was issued under the Equity Incentive Plans
that remains outstanding and unvested immediately prior to the Effective Time (each, an "RSA") will become fully vested and free of any applicable forfeiture restrictions, effective as of immediately prior to the Effective Time and each such share of common stock will cease to be outstanding and will be converted into the right to receive$56.00 , in cash, without interest, subject to deductions of any applicable withholding taxes.
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The Board of Directors of the Company (the "Board") unanimously approved, and declared, the Merger Agreement and the transactions contemplated thereby, including the Merger, to be advisable, fair to and in the best interests of the Company and its stockholders on the terms and conditions set forth in the Merger Agreement. Stockholders of the Company will be asked to vote on the approval of the Merger Agreement at a special meeting of the stockholders of the Company that will be held on a date to be announced in the future (the "Special Meeting").
In addition, in connection with the Merger and in accordance with the Board's authority under the Equity Incentive Plans, the Board has taken such actions as are necessary to cause (i) the performance conditions of each PRSU to be deemed satisfied at 100% of the relevant target level of achievement (notwithstanding any contrary provision in any agreement or document governing or evidencing the relevant PRSU) and (ii) each Option, PRSU, RSU and RSA to become fully vested and free of any applicable forfeiture restrictions, in each of clauses (i) and (ii), effective as of immediately prior to the Effective Time, including certain Options, RSUs, PRSUs and RSAs held by the members of the Board and the Company's . . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The information required by Item 401 and Item 404(a) of Regulation S-K for
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Bylaws Amendment provides that unless the Company consents in writing to the
selection of an alternative forum, the
In addition, the Bylaws Amendment provides that unless the Company consents in
writing to the selection of an alternative forum, the federal district court for
the District of
The foregoing summary of the Bylaws Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaws Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Item 8.01. Other Events.
On
Also, on
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. 3.1 Amendment to Amended and Restated Bylaws ofCAI International, Inc. 99.1 Press Release, datedJune 17, 2021 . 99.2 Letter to Employees, datedJune 17, 2021 . 99.3 Letter to Customers, datedJune 17, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL 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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Additional Information and Where to Find It:
This communication relates to the proposed Merger involving the Company. In
connection with the proposed Merger, the Company will file a preliminary proxy
statement and file or furnish other relevant materials with the
Participants in the Solicitation
The Company, MHC and certain of their respective directors, executive officers,
certain other members of management and employees of the Company and MHC and
agents retained by the Company may be deemed to be participants in the
solicitation of proxies from stockholders of the Company in favor of the
proposed Merger. Information about directors and executive officers of the
Company and their beneficial ownership of the Company's common stock is set
forth in the Company's definitive proxy statement on Schedule 14A for its 2021
annual meeting of stockholders, as filed with the
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits furnished or filed herewith, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements included in this Current Report on Form 8-K and the exhibits furnished or filed herewith, other than statements of historical fact, are forward-looking statements. Statements about the expected timing, completion and effects of the proposed Merger and related transactions and all other statements in this Current Report on Form 8-K and the exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements. When used in this Current Report on Form 8-K and the exhibits furnished or filed herewith, the words "expect," "believe," "anticipate," "goal," "plan," "intend," "estimate," "may," "will" or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed Merger on the terms described herein or other acceptable terms or at all because of a number of factors, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the failure to obtain stockholder approval or the failure to satisfy the closing conditions in the Merger Agreement (including the Migration), (3) the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed Merger, (4) risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed Merger, (5) the effect of the announcement of the proposed Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (6) the proposed Merger may involve unexpected costs, liabilities or delays, (7) the Company's business may suffer as a result of the uncertainty surrounding the proposed Merger, including the timing of the consummation of the proposed Merger, (8) the outcome of any legal proceeding relating to the proposed Merger, (9) the Company may be adversely affected by other economic, business and/or competitive factors, including, but not limited to, those related to COVID-19, and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all, which may adversely affect the Company's business and the price of the common stock.
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Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
represent the Company's views as of the date on which such statements were made.
The Company anticipates that subsequent events and developments may cause its
views to change. However, although the Company may elect to update these
forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company's views as of any date subsequent to
the date hereof. Additional factors that may affect the business or financial
results of the Company are described in the risk factors included in the
Company's filings with the
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