Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On
As previously announced, the Company has proposed a reorganization in connection
with its pursuit of strategic alternatives. On
The closing of the AA Transaction ("Closing") is subject to certain conditions,
including among others (i) approval of the Company's stockholders, (ii)
expiration or termination of any required waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the
absence of any injunction or other order from a governmental authority that
prevents the Closing, (iv) the accuracy of the representations and warranties
of, and compliance with covenants by, the other party, subject to certain
materiality thresholds set forth in the Purchase Agreement, and (v) with respect
to Purchaser's obligations to consummate the AA Transaction, the absence of a
Company Material Adverse Effect (as defined in the Purchase Agreement) and the
completion of the Reorganization. Purchaser has obtained equity financing
commitments from investment funds affiliated with KKR and debt financing
commitments from a group of lenders led by
The Purchase Agreement contains customary representations, warranties and covenants, including covenants related to the operation of the AA Business prior to the Closing. The Purchase Agreement contains a customary "no-shop" provision that restricts the Company's ability to, among other things, solicit alternative transaction proposals from third parties and provide non-public information to and engage in discussions or negotiations with third parties regarding alternative transaction proposals. The "no-shop" provision also allows the Company, under certain circumstances and in compliance with certain obligations set forth in the Purchase Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited alternative transaction proposal that would reasonably be expected to lead to a superior proposal.
The Purchase Agreement contains certain termination rights, including (i) the
right of either party to terminate the Purchase Agreement if the AA Transaction
is not consummated on or before
If the Purchase Agreement is terminated (i) by the Company in order for the
Company to enter into a definitive agreement with respect to a superior
alternative transaction proposal received without violation of the Company's
"no-shop" obligations, (ii) by Purchaser because the board of directors of the
Company adversely modifies its recommendation that the Company's stockholders
vote in favor of adopting the Purchase Agreement or (iii) (x) by either party
because either the AA Transaction was not consummated on or before the End Date
(other than under certain limited circumstances) or the approval of the
Company's stockholders was not obtained or (y) by Purchaser due to the Company's
breach of the Purchase Agreement, but only if, in the case of this clause (iii),
an alternative transaction proposal was previously publicly announced or made
publicly known and, within 12 months following the termination of the Purchase
Agreement, the Company consummates an alternative transaction or enters into any
agreement for an alternative transaction, then the Company will be obligated to
pay to Purchaser a one-time fee equal to
If the Purchase Agreement (i) is terminated by either party because the AA
Transaction was not consummated on or before the End Date and either (A) the
Company could have terminated due to a Closing Failure or a breach of the
Purchase Agreement by Purchaser or (ii) is terminated by the Company due to a
breach of the Purchase Agreement by Purchaser or (iii) is terminated by the
Company due to a Closing Failure, then Purchaser will be obligated to pay to the
Company a one-time fee equal to
Following the Closing, (i) Purchaser and the Company will indemnify Seller, MIC
Hawaii and their affiliates for losses (net of insurance recoveries) related to
liabilities of the Company and its subsidiaries, excluding liabilities relating
to Seller, MIC Hawaii or their subsidiaries (such excluded liabilities, the "MIC
Hawaii Liabilities") and (ii) Seller and MIC Hawaii will indemnify Purchaser,
the Company and their affiliates for losses related to, among other things, (a)
the MIC Hawaii Liabilities or (b) payments or asset transfers by the Company or
its subsidiaries to Seller, MIC Hawaii or their affiliates (other than the
Company) after
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed and attached hereto as Exhibit 2.1 and incorporated by reference herein.
The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in . . .
Item 7.01. Regulation FD.
On
This information provided under Section 7.01 is deemed to be furnished and not filed for purposes of Section 18 of the Exchange Act, is not otherwise subject to the liabilities of that section and is not incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended.
Important Information For Investors And Stockholders
In connection with the proposed transaction, the "Company intends to file a
proxy statement with the
Certain Information Regarding Participants
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies in connection with the merger.
Information about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K for the year ended
Disclaimer on Forward Looking Statements
This communication contains forward-looking statements. The Company may, in some
cases, use words such as "project," "believe," "anticipate," "plan," "expect,"
"estimate," "intend," "should," "would," "could," "potentially" or "may" or
other words that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Such statements include, among others, those
concerning the Company's expected financial performance and strategic and
operational plans, statements regarding potential sales of the Company's
operating businesses (including the Company's proposed reorganization) and the
anticipated uses of any proceeds therefrom, statements regarding the anticipated
specific and overall impacts of the COVID-19 pandemic, as well as all
assumptions, expectations, predictions, intentions or beliefs about future
events. Forward-looking statements in this communication are subject to a number
of risks and uncertainties, some of which are beyond the Company's control,
including, among other things: changes in general economic or business
conditions; the ongoing impact of the COVID-19 pandemic; the Company's ability
to complete the sale of the Company or its operating businesses on favorable
terms; the Company's ability to service, comply with the terms of and refinance
debt; its ability to retain or replace qualified employees; in the absence of a
sale or sales of its businesses, its ability to complete growth projects, deploy
growth capital and manage growth, make and finance future acquisitions and
implement its strategy; the regulatory environment; demographic trends; the
political environment; the economy, tourism, construction and transportation
costs; air travel; environmental costs and risks; fuel and gas and other
commodity costs; the Company's ability to recover increases in costs from
customers; cybersecurity risks; work interruptions or other labor stoppages;
risks associated with acquisitions or dispositions; litigation risks; reliance
on sole or limited source suppliers, risks or conflicts of interests involving
the Company's relationship with the Macquarie Group; and changes in
The Company's actual results, performance, prospects, or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this communication may not occur. These forward-looking statements are made as of the date of this communication. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Item Description 2.1* Purchase Agreement datedJune 7, 2021 by and among KKR Apple Bidco, LLC,Macquarie Infrastructure Corporation ,Macquarie Infrastructure Holdings, LLC and, solely for specified provisions,MIC Hawaii Holdings, LLC . 99.1 Press Release datedJune 7, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*The schedules and exhibits to the Purchase Agreement have been omitted from
this filing pursuant to Item 601(a)(5) of Regulation S-K.
© Edgar Online, source