08/09/2024 | Press release | Distributed by Public on 08/09/2024 15:30
| , 2024 | | | By Order of the Board of Directors, | |
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Adam Dooley
Chief Executive Officer |
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Page
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FORWARD-LOOKING STATEMENTS
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| | | | 1 | | |
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
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| | | | 2 | | |
RISK FACTORS
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| | | | 14 | | |
THE SPECIAL MEETING
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| | | | 18 | | |
Date, Time, Place and Purpose of the Special Meeting
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| | | | 18 | | |
Voting Power; Record Date
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| | | | 18 | | |
Votes Required
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| | | | 18 | | |
Voting
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| | | | 19 | | |
Interests of the Company's Directors and Executive Officers
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| | | | 20 | | |
Revocability of Proxies
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| | | | 21 | | |
Attendance at the Special Meeting
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| | | | 21 | | |
Solicitation of Proxies
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| | | | 22 | | |
No Right of Appraisal
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| | | | 22 | | |
Other Business
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| | | | 22 | | |
Principal Executive Offices
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| | | | 22 | | |
THE EXTENSION AMENDMENT PROPOSAL
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| | | | 23 | | |
Background
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| | | | 23 | | |
The Extension Amendment
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| | | | 23 | | |
Reasons for the Proposal
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| | | | 24 | | |
If the Extension Amendment Proposal is Not Approved
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| | | | 24 | | |
If the Extension Amendment Proposal is Approved
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| | | | 25 | | |
Redemption Rights
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| | | | 25 | | |
Interests of the Company's Directors and Executive Officers
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U.S. Federal Income Tax Considerations
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| | | | 27 | | |
U.S. Holders
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| | | | 28 | | |
Information Reporting and Backup Withholding
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Non-U.S. Holders
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| | | | 30 | | |
Information Reporting and Backup Withholding
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| | | | 32 | | |
Foreign Account Tax Compliance Act
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| | | | 32 | | |
Required Vote
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| | | | 33 | | |
Recommendation
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| | | | 33 | | |
THE ADJOURNMENT PROPOSAL
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| | | | 36 | | |
Overview
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| | | | 36 | | |
Consequences if the Adjournment Proposal is Not Approved
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| | | | 36 | | |
Required Vote
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| | | | 36 | | |
Recommendation
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| | | | 36 | | |
PRINCIPAL STOCKHOLDERS
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| | | | 37 | | |
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
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| | | | 39 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 39 | | |
ANNEX A
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| | | | A-1 | | |
ANNEX B
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| | | | B-1 | | |
Name and Address of Beneficial Owner(1)
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Number of
Shares of Beneficially Owned |
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Percentage of
Outstanding Common Stock |
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Everest Consolidator Sponsor, LLC (our sponsor)(2)(3)
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| | | | 4,312,500 | | | | | | 36.8% | | |
Adam Dooley(2)(3)
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| | | | 4,312,500 | | | | | | 36.8% | | |
Jacqueline S. Shoback
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| | | | - | | | | | | * | | |
Elizabeth Mora
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| | | | - | | | | | | * | | |
Peter K. Scaturro
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| | | | - | | | | | | * | | |
Rebecca Macieira-Kaufmann
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| | | | - | | | | | | * | | |
All officers, directors and director nominees as a group(2)
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| | | | 4,312,500 | | | | | | 36.8% | | |
Other 5% Stockholders | | | | | | | | | | | | | |
Saba Capital Management, L.P.(4)
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| | | | 668,580 | | | | | | 5.7% | | |
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust(5)
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| | | | 1,250,000 | | | | | | 10.7% | | |
Cowen and Company LLC(6)
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| | | | 698,401 | | | | | | 6.0% | | |
Wolverine Asset Management, LLC(7)
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| | | | 864,610 | | | | | | 7.4% | | |
Meteora Capital, LLC(8)
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| | | | 1,290,124 | | | | | | 11.0% | | |
First Trust Capital Management L.P.(9)
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| | | | 1,146,713 | | | | | | 9.8% | | |
Fir Tree Capital Management LP(10)
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| | | | 1,082,094 | | | | | | 9.2% | | |
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