Item 2. Identity and Background.
(a)-(c) This statement is being filed by OTK Associates, LLC, a Delaware limited liability company (“OTK”), and its managers, Robert S. Taubman and Michael E. Olshan. OTK was formed under the laws of the State of Delaware and is an investment entity. OTK’s business and principal office address is 200 E. Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304.
Robert S. Taubman’s present principal occupation or employment is Chairman of the Board, and President and Chief Executive Officer of Taubman Centers, Inc., a real estate investment trust, and The Taubman Company LLC, which provides property management, leasing, development and other administrative services to, among others, Taubman Centers, Inc. and its shopping centers. Robert S. Taubman’s, Taubman Centers, Inc.’s and The Taubman Company LLC’s business and principal office address is 200 E. Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304.
Michael E. Olshan’s present principal occupation or employment is Chairman and Managing Partner of O-CAP Management, L.P., a hedge fund. Michael E. Olshan’s and O-CAP Management, L.P.’s business and principal office address is 600 Madison Avenue, 14 th Floor, New York, New York 10022.
(d)-(e) During the past five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) OTK is a limited liability company organized under the laws of Delaware. Robert S. Taubman and Michael E. Olshan are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
4,500,000 Common Shares were purchased by OTK from its working capital. OTK received funds through contributions of capital from its initial members.
Item 4. Purpose of Transaction.
On May 9, 2016, OTK and SBEEG Holdings, LLC (“Parent”) entered into a Voting Agreement (the “Voting Agreement”) relating to the proposed acquisition of the Issuer by Parent pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 9, 2016, by and among the Issuer, Parent, and Trousdale Acquisition Sub, Inc. (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions thereof, including the adoption and approval of the Merger Agreement by the requisite vote of the Issuer’s stockholders, Merger Sub will be merged with and into the Issuer (the “Merger”) with the Issuer continuing as the surviving corporation in the Merger, and each outstanding Common Share will cease to be outstanding and will be converted into the right to receive $2.25 in cash.
