|
|
|
|
|
CUSIP No. 30607B109
|
|
13D
|
|
Page
16
of 18
|
Shareholders Agreement
In connection with the consummation of the Business Combination, on August 23, 2018, the Issuer, the Contributors and certain other
holders of the Issuers securities entered into a Shareholders Agreement (the Shareholders Agreement) which contains specific rights, obligations, and agreements of such owners of the common stock of the Issuer. Under
the Shareholders Agreement, on the Closing Date, the number of members of the board of directors of the Issuer (the Board) was increased to 11 members, four of which were designated by Blackstone. Blackstone is entitled to
designate for nomination by the Issuer for election (i) six directors to serve on the Board so long as Blackstone holds more than 40% of the voting power of the Issuer, with three independent directors also serving on the Board, (ii) four
directors so long as Blackstone holds between 20% and 40% of the voting power of the Issuer, with five independent directors also serving on the Board, (iii) two directors so long as Blackstone holds between 10% and 20% of the voting power of
the Issuer, with five independent directors also serving on the Board and (iv) one director so long Blackstone holds between 5% and 10% of the voting power of the Issuer, with five independent directors also serving on the Board. The
Shareholders Agreement will terminate upon the later of (x) the time Blackstone is no longer entitled to designate a director for nomination to the Board and (y) following the third annual meeting of stockholders of the Issuer.
Registration Rights Agreement
In
connection with the consummation of the Business Combination, on August 23, 2018, the Issuer, the Contributors and certain other holders of the Issuers securities entered into a Registration Rights Agreement (the Registration Rights
Agreement) pursuant to which such parties are entitled to certain demand registration rights, short-form registration rights and piggyback registration rights relating to all or any portion of the shares of Class A Common Stock that the
holders hold as of the date of such agreement and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor.
The foregoing descriptions of the Shareholders Agreement and Registration Rights Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of such agreements, which are attached hereto as exhibits 3 and 4, respectively, and are incorporated herein by reference.
General
The Reporting Persons intend to
review on a continuing basis the investments in the Issuer. Subject to the agreements described herein, the Reporting Persons may communicate with the board of directors of the Issuer, members of management and/or other unitholders or other relevant
parties from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the board of directors with a view to maximizing unitholder value, including with respect to exploring
extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; recapitalizations; buybacks; or changes to the capitalization or dividend policy of the Issuer. Subject to the agreements described herein, the
Reporting Persons may seek to sell or otherwise dispose some or all of the Issuers securities (which may include distributing some or all of such securities to such Reporting Persons respective partners or beneficiaries, as applicable)
from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private
transactions, block sales or otherwise. Subject to the agreements described herein, any transaction that any of the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of
factors, including, without limitation, the price and availability of the Issuers securities, subsequent developments affecting the Issuer, the Issuers business and the Issuers prospects, other investment and business opportunities
available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons.
David I. Foley, Angelo G. Acconcia, Adam M. Jenkins and Jonathan R. Hamilton are employees of The Blackstone Group L.P. or one of its
affiliates and serve on the board of directors of the Issuer. In such capacity, each of them may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals
that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may
review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time
to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.