Item 2.01. Completion of Acquisition or Disposition of Assets
Pursuant to the Agreement and Plan of Merger, dated as of November 8, 2015 (the Merger Agreement), by and among Rhombus Cinema Holdings, LP (formerly Rhombus Cinema Holdings, LLC), a Delaware limited partnership (Purchaser), Rhombus Merger Sub, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Purchaser (Merger Sub), and RealD Inc., a Delaware corporation (the Company), on March 22, 2016 (the Closing Date), Merger Sub was merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and as an indirect, wholly owned subsidiary of Purchaser.
At the effective time of the Merger (the Effective Time), each share of the Companys common stock, par value $0.0001 per share (the Common Stock), issued and outstanding immediately prior to the Effective Time, other than certain excluded shares, was converted into the right to receive $11.00 in cash, without interest (the Merger Consideration). Pursuant to the Merger Agreement, as of the Effective Time, unless otherwise agreed with the holder thereof, each stock option, restricted stock unit and performance-based stock unit (in each case, whether vested or unvested) that related to shares of Company common stock that was outstanding immediately prior to the Effective Time vested, and was cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings, and, in the case of options, less the applicable exercise price.
The total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $600 million, which was funded through a combination of equity and debt financing obtained by Purchaser, as contemplated in the Merger Agreement.
The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on November 9, 2015.