CAI INTERNATIONAL, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Among other things, the Amendment amends the Credit Agreement to (i) permit the
transactions contemplated by the Company's previously announced entry into the
Agreement and Plan of Merger (as it may be amended from time to time, the
"Merger Agreement") with Mitsubishi HC Capital Inc., a Japanese corporation
("Parent"), and
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the terms of the Amendment, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01 of this report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The final results for each of the proposals submitted to a vote of common stockholders at the Special Meeting, as certified by the inspector of elections, are set forth below:
Proposal 1: To adopt the Merger Agreement.
For Against Abstain 13,029,520 10,911 18,717
Proposal 2: To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
For Against Abstain 12,344,066 676,076 39,006
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Proposal 3: To approve, on a non-binding, advisory basis, of certain compensation that will be, or may become, payable to the Company's named executive officers in connection with the merger.
For Against Abstain 12,660,691 377,646 20,811
No other proposals were submitted for stockholder action.
Each of the proposals was approved by the requisite vote of the Company's common stock. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
The consummation of the merger remains subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement adopted by the Company's common stockholders, including, but not limited to, completion of the Migration.
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1* Amendment No. 8 to Third Amended and Restated Revolving Credit Agreement,
dated August 31, 2021 , by and among CAI International, Inc. , Container
Applications Limited , the guarantors named therein, Bank of America,
N.A ., as a lender and administrative agent, the other lending
institutions party thereto, BofA Securities, Inc. , Wells Fargo Bank,
National Association and MUFG Union Bank, N.A. , as syndication agents,
BofA Securities, Inc. , as lead arranger and book runner, and ABN AMRO
Capital USA LLC , BBVA USA , Bank of Montreal, Royal Bank of Canada and PNC
Bank, National Association , as documentation agents.
99.1 Press Release, dated September 2, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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