Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | BGRY | Class A Common Stock | 0 | Jun 26, 2023 | See footnote | F1 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | BGRY | 20% Convertible Senior Note | Purchase | $12M | $24M | Jun 26, 2023 | Class A Common Stock | 8.57M | $1.40 | By Backgammon Investment Corp. | F2, F3, F4, F5, F6 |
Id | Content |
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F1 | SVF II BG (DE) LLC ("SVF II BG") is the record holder of 65,567,317 shares of the Issuer's common stock. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II BG. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II BG. As a result of entry into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SoftBank Group Corp. ("SoftBank") and Backgammon Acquisition Corp., a wholly owned subsidiary of SoftBank, and the transactions contemplated thereby, SoftBank may be deemed a member of a group with the entities noted above. SoftBank disclaims beneficial ownership of the securities held by SVF II BG. |
F2 | The initial conversion price is approximately $1.40 per share of Class A Common Stock, subject to adjustment as set forth in the NPA (as defined in Footnote 3). |
F3 | In connection with the execution of the Merger Agreement, on March 24, 2023, the Issuer and Backgammon Investment Corp. ("BIC") entered into a Note Purchase Agreement (the "NPA"), pursuant to which, on June 26, 2023, BIC purchased $12 million principal amount of the 20% Convertible Senior Notes (the "Convertible Notes") of the Issuer. |
F4 | At any time after the Merger Agreement has been terminated without consummation of the merger, or in connection with the closing of the merger, the holder of any Convertible Notes may convert any or all of such holder's Convertible Notes into shares of Class A Common Stock. |
F5 | The Convertible Notes will mature on the earlier of (i) six months following the termination of the Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted. |
F6 | Backgammon Investment Corp. is a wholly owned subsidiary of SoftBank. |