Background of the Transactions Clause Samples

Background of the Transactions. The following is a summary of the events leading up to, including the key meetings, negotiations, discussions and actions between Knoll and Herman Miller and their respective advisors that preceded, the public announcement of the merger. The Herman Miller Board and members of Herman Miller management regularly evaluate the strategic opportunities that might be available to Herman Miller, with a view towards enhancing shareholder value. As part of this ongoing process, Herman Miller has evaluated and considered from time to time various potential strategic transactions with other participants in Herman Miller’s industry. As part of the Knoll Board’s ongoing efforts to strengthen Knoll’s business and enhance stockholder value, the Knoll Board and management regularly review and assess Knoll’s performance, strategy, financial position, leverage, opportunities and risks in light of current business and economic conditions, and developments in the industries in which Knoll participates, across a range of scenarios and potential future industry developments. These regular reviews have included evaluation of a variety of potential strategic combinations and acquisition opportunities. As part of these reviews, the Knoll Board has considered various factors, including potential cost and revenue synergies, product and geographic diversification, integration with operations and sales and marketing channels, asset quality, execution risk and likelihood of being value enhancing for Knoll’s stockholders. In connection with these reviews, the Knoll Board has received periodic updates from management and certain of its advisors regarding the general landscape of mergers and acquisitions, potential acquirers and acquisition candidates. As part of its reviews and periodic assessments, the Knoll Board has discussed with management from time to time the status of the workplace and home furniture industries, including the secular decline in the workplace furniture industry in recent years. The workplace furniture industry had benefitted from a nearly two-decade expansion prior to 2000 without a down year. However, the workplace market has experienced a steady secular decline since 2001, punctuated by intermittent cyclical peaks and valleys, as the space allocated to office workers has compressed and furniture sales per office worker have declined due to changes in work processes, technology and real estate costs. The Knoll Board and management considered that certain innovatio...

Background of the Transactions. As part of their ongoing consideration and evaluation of ▇▇▇▇▇▇▇▇▇▇’▇ long-term prospects and strategies, the ▇▇▇▇▇▇▇▇▇▇ Board and management regularly review the performance, strategy, competitive position, opportunities and prospects of ▇▇▇▇▇▇▇▇▇▇ in light of the then-current business and economic environments. The ▇▇▇▇▇▇▇▇▇▇ Board and management also monitor developments in the engineered materials manufacturing sector and the industries Glatfelter supplies, as well as the opportunities and challenges facing participants in those industries. In addition, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇’▇ Chief Executive Officer, regularly engages in discussions with the chief executive officers of other companies in ▇▇▇▇▇▇▇▇▇▇’▇ industry and reports those discussions to ▇▇▇▇▇ ▇▇▇▇▇▇▇, the Non-Executive Chair of the ▇▇▇▇▇▇▇▇▇▇ Board, as well as the full ▇▇▇▇▇▇▇▇▇▇ Board. In 2022, ▇▇▇▇▇▇▇▇▇▇ began its turnaround strategy, in conjunction with the appointment of ▇▇. ▇▇▇▇▇▇▇▇▇ as the new Chief Executive Officer of ▇▇▇▇▇▇▇▇▇▇, in an effort to optimize ▇▇▇▇▇▇▇▇▇▇’▇ portfolio, improve margins, reduce fixed costs, improve operational effectiveness and return ▇▇▇▇▇▇▇▇▇▇ to profitability. In connection with such general consideration and evaluation, as well as the turnaround strategy, the ▇▇▇▇▇▇▇▇▇▇ Board and management have, among other things, considered a range of potential strategic alternatives aimed at maximizing ▇▇▇▇▇▇▇▇▇▇ shareholder value. The range of potential strategic alternatives that have been considered include, but are not limited to, business combinations, divestitures of non-core businesses and other strategic transactions, as well as the potential to remain an independent, stand-alone company. ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) assisted ▇▇▇▇▇▇▇▇▇▇ with this review of strategic alternatives as TABLE OF CONTENTS ▇▇▇▇▇▇▇▇▇▇’▇ financial advisor. ▇▇▇▇▇▇▇▇▇▇ selected ▇.▇. ▇▇▇▇▇▇ as its financial advisor due to ▇▇▇▇▇▇▇▇▇▇’▇ prior experience working with ▇.▇. ▇▇▇▇▇▇ on strategic transactions, and its belief that ▇.▇. ▇▇▇▇▇▇ had extensive experience advising companies in the specialty materials industry as well as significant experience providing strategic and financial advisory services in comparable transactions. As part of his general review, on July 7, 2023, ▇▇. ▇▇▇▇▇▇▇▇▇ contacted ▇.▇. ▇▇▇▇▇▇ to better understand ▇▇▇▇▇’▇ long-term perspective with respect to the HHNF Business. During this discussion, ▇▇. ▇▇▇▇▇▇▇▇▇ authorized ▇.▇. ▇▇▇▇▇▇ to contact ▇▇▇▇▇ to gen...

Background of the Transactions. On June 1, 2018, the Board resolved to form the Special Committee to evaluate and, if applicable, negotiate the terms of any potential acquisition by the Company of the Property Management Business of Remington, and recommend, or decline to recommend, to the Board, for approval by the Board, any such transaction. The Board selected from among its independent directors Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Ms. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as members of the Special Committee, with Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ being appointed chairman. On August 27, 2018, Baird provided to Janney a valuation summary for the Property Management Business and formal proposal regarding a potential acquisition of the Property Management Business by the Company (the ‘‘Initial Transaction Proposal’’) The Initial Transaction Proposal included the following terms: • The acquisition by the Company of the Property Management Business in exchange for total consideration of $320 million, comprising $315 million to be paid in the form of a proposed new series of voting convertible preferred stock in the Company (the ‘‘Preferred Stock’’), with a cumulative annual dividend in an amount equal to 6.50% of the face amount of the Preferred Stock, payable quarterly in arrears in cash, plus $5 million of cash to cover the Remington Sellers’ transaction expenses; • The Preferred Stock would vote with the Company’s common stock on all matters submitted to the Company’s stockholders for approval, with the number of votes attributable to the Preferred Stock to be calculated on an as-converted basis; • The Preferred Stock would have a conversion price equal to $120 per share of the Company’s common stock; • Until the fourth anniversary of the closing of the transaction, the aggregate voting power held by the holders of the Preferred Stock would be capped at 50% of the aggregate voting power held by all common stockholders (plus the voting power derived from currently-owned and additional shares acquired by the Remington Sellers after the closing of the transaction) (the ‘‘Voting Cap’’); • The Preferred Stock would not be callable by the Company until the tenth anniversary of the closing of the transaction, at which point the Company would have the right (the ‘‘Call Right’’) to cause the holders of the Preferred Stock to sell all, but not less than all, of the shares of Preferred Stock to the Company in exchange for a cash amount equal to (i) 100.5% of the par amount of the Preferred Stock, plus (ii) any accrued but unpaid dividends on the Pre...

Background of the Transactions. The senior management and boards of directors of each of KMI, KMGP, EPGP and KMR regularly review operational and strategic opportunities to maximize value for investors of KMI, KMP, EPB and KMR, respectively. In connection with these reviews, the management and boards of directors of each of the companies from time to time evaluate potential transactions that would further their respective strategic objectives. As more fully described in the section entitled ‘‘Relationship Between the Parties,’’ KMI conducts most of its business through KMP and EPB. KMI directly and indirectly owns approximately 43 million units of KMP. These units, which consist of approximately 22 million common units, 5 million Class B units and 16 million i-units (corresponding to the number of KMR shares owned by KMI), represent approximately 10% of the total outstanding limited partner interests of KMP. KMI also indirectly owns all of the common stock of KMGP, the general partner of KMP, which owns an effective 2% interest in KMP and its operating partnerships and the right to receive incentive distributions from KMP. KMGP has delegated to KMR, subject to limited exceptions, all of its rights and powers to manage and control the business and affairs of KMP and its operating limited partnerships. KMGP also owns all of the shares of KMR that elect the members of the KMR board. KMR owns all of the outstanding i-units of KMP. KMI owns approximately 16 million KMR listed shares, representing approximately 13% of KMR’s outstanding shares. KMI also indirectly owns all of the membership interests in EPGP, which owns a 2% general partner interest in EPB, as well as approximately 40% of the outstanding common units of EPB and all of EPB’s incentive distribution rights. From late-2013 to mid-2014, senior management of KMI, with the assistance of Barclays Capital, financial advisor to KMI, considered and discussed with the KMI board numerous potential strategic alternatives with respect to KMI, KMP, KMR and EPB to enhance value for their respective investors, including a potential reset of the general partner’s incentive distribution rights at KMP, a potential equity investment in KMI by a third party, potential combination transactions involving KMP and EPB, and potential strategic alternatives regarding KMP’s CO2 business. By mid-March 2014, KMI senior management had determined that none of the potential alternatives reviewed were superior to continuing to operate under the existing structure...