Slaa II (Gp), L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The conversion rate of 50.000 shares of Class A Common Stock, par value $0.0001 per share ( the "Class A Common Stock") per $1,000 principal amount of Convertible Notes (as defined below) is equivalent to a conversion price of approximately $20.00 per share of Class A Common Stock. |
| F2 | On February 14, 2025, pursuant to the Agreement and Plan of Merger dated as of October 17, 2024 by and among the Issuer, Zodiac Purchaser, L.L.C. ("Parent"), an affiliate of Silver Lake Group, L.L.C. ("SLG"), and Zodiac Acquisition Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Immediately prior to the closing of the Merger, the Issuer and SLA II CM Zodiac Holdings, L.P. ("SLA II CM"), an affiliate of SLG and as a holder of all of the Issuer's 3.95%/5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") previously held by SLA Zurich Holdings L.P. ("SLA Zurich Holdings"), entered into that certain Repurchase Agreement, dated as of February 14, 2025, pursuant to which the Issuer repurchased from SLA II CM $103,066,757 |
| F3 | (Continued from footnote 2) aggregate principal amount of the Convertible Notes issued under an indenture governing the Convertible Notes (the "Repurchased Notes") for $130,000,000, which represents the Fundamental Change Repurchase Price as defined and determined pursuant to the indenture governing the Convertible Notes. Upon such repurchase, the Repurchased Notes were cancelled. |
| F4 | The Convertible Notes were to mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms. |
| F5 | Represents Convertible Notes held by SLA II CM, an entity indirectly controlled by SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator"). Immediately prior to the Merger, these Convertible Notes, which were held by SLA Zurich Holdings, were then contributed to SLA II CM. SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings. SLA Aggregator is the sole member of SLA Zurich GP. Silver Lake Alpine Associates II, L.P. ("SLAA") is the managing member of SLA Aggregator. SLAA II (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a director of the Issuer and is a Managing Partner and Managing Member of SLG. Each of SLA II CM, SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| F6 | Immediately prior to the closing of the Merger, SLA II CM contributed $296,933,243 aggregate principal amount of the Convertible Notes (the "Contributed Notes") to an indirect parent company of Parent and after the closing of the Merger, the Contributed Notes will be contributed further down to the Issuer to be cancelled. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons were beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.