Item 5.07. Submission of Matters to a Vote of Security Holders
As previously disclosed, Silver Bay Realty Trust Corp., a Maryland corporation (the Company), Silver Bay Management LLC, a Delaware limited liability company, and Silver Bay Operating Partnership L.P., a Delaware limited partnership, entered into a definitive Agreement and Plan of Merger (the Merger Agreement) with Tricon Capital Group, Inc., a company incorporated under the laws of the Province of Ontario, TAH Acquisition Holdings LLC, a Delaware limited liability company (Parent), and TAH Acquisition LP, a Delaware limited partnership. Subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Parent, with Parent continuing as the surviving entity (the Merger).
The Company held a Special Meeting of Stockholders on May 5, 2017 at 8:00 a.m., Central time (the Special Meeting), to vote on the approval of the Merger Agreement, the Merger and the other actions and transactions contemplated in the Merger Agreement. At the Special Meeting, 25,869,125 shares cast votes out of a total of 35,471,089 shares entitled to vote and accordingly a quorum was present.
The following describes the matters considered by the Companys stockholders at the Special Meeting, as well as the results of votes cast at the Special Meeting:
Proposal 1
:
To approve the Merger Agreement, the Merger and the other actions and transactions contemplated by the Merger Agreement.
For
|
|
Against
|
|
Abstain
|
|
25,538,462
|
|
89,176
|
|
241,487
|
|
Proposal 2
:
To approve any proposal submitted to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement, the Merger and the other actions and transactions contemplated by the Merger Agreement.
For
|
|
Against
|
|
Abstain
|
|
23,500,150
|
|
2,138,615
|
|
230,360
|
|
As a result of the votes cast at the Special Meeting, both proposals were approved by the Companys stockholders. It was not necessary to adjourn the Special Meeting under the authority granted by Proposal 2 because there were sufficient votes at the time of the Special Meeting to approve Proposal 1.
Subject to the satisfaction or waiver of the remaining conditions in the Merger Agreement, the closing of the Merger is expected to occur during the week of May 8th, 2017.
Forward-Looking Statements
All statements included or referenced may contain statements that are not historical facts and that constitute forward-looking statements within the meaning of such term under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Our actual results may differ from expectations, estimates and projections and, consequently, these forward-looking statements should not be relied upon as predictions of future events. Words such as expect, target, assume, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believe, predicts, potential, continue, and similar expressions are intended to identify such forward-looking statements. Silver Bay stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in our Definitive Proxy Statement filed on March 28, 2017, and the following factors: (i) the inability to complete the Merger due to failure to satisfy the remaining conditions to the completion of the Merger; (ii) the risk that the Parent Parties may not be able to raise
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