10. |
The following paragraphs shall be added as the last three paragraphs under the heading Background of
the Offer and the Merger: |
On July 7, 2023, the Special Committee held a meeting at which certain members
of the Companys management team, representatives of Roth, representatives of Goodwin and a representative of Foley were present. At the Special Committee meeting, representatives of Roth provided an update to the Special Committee with respect
to certain corrections (as summarized in this Schedule 14D-9 as described in the section below entitled Opinion of the Financial Advisor to
the GreenLight Special Committee) in the discounted cash flow analysis that Roth had presented to the Special Committee on May 29, 2023, which Roth identified after the schedule 14D-9 was
filed on June 21, 2023. Roth noted that its revised discounted cash flow analysis did not affect any of the other financial analyses it had performed or its determination of fairness. Following a discussion with Roth, the Special Committee
determined, in light of the revised discounted cash flow analysis, Roths confirmation that the revision would not have changed the conclusion set forth in Roths opinion as of the date delivered, and all of the additional reasons that the
Special Committee had previously approved, and recommended that the Board approve, the Transactions and had recommended that GreenLight stockholders tender their Shares pursuant to the Offer, which factors are summarized in this Schedule 14D-9 in
the section below entitled Reasons of the GreenLight Special Committee and GreenLight Board for the Offer and the Merger, that the updates to Roths discounted cash flow analysis did not warrant any modification to the
determinations and recommendations that the Special Committee had made on May 29, 2023. Following such discussions and determinations, the Special Committee unanimously reaffirmed the decisions and recommendations it had made at its May 29, 2023
meeting, which included, among other things, (i) its determination that the Transactions are fair to and in the best interests of the Company and the stockholders of the Company, including the holders of Unaffiliated Voting Shares, and its
declaration that it was advisable to enter into each of the Merger Agreement, the Contribution and Exchange Agreement, the Advance Notes and the Subordination Agreement, (ii) its determination that the Merger Agreement and the Merger shall be
governed by and effected under Section 251(h) of the DGCL, (iii) approval of the execution, delivery and performance of each of the Merger Agreement, Contribution and Exchange Agreement, the Note Purchase Agreement, the Advance Notes, the
Subordination Agreement and the consummation of the transactions contemplated respectively thereby and (iv) its recommendation that the stockholders of the Company tender their shares of Company Common Stock in the Offer and their approval to adopt
the Merger Agreement.
Had the Special Committee been aware of Roths revised financial analyses on May 29, 2023, those revised
analyses would not have changed the Special Committees determinations that the Transactions were advisable, fair to and in the best interests of the Company and the stockholders of the Company, including the holders of Unaffiliated Voting
Shares for the reasons discussed in the section entitled Reasons of the GreenLight Special Committee and GreenLight Board for the Offer and the Merger. In addition, had representatives of Roth presented and the Special
Committee considered the revised analyses on May 29, 2023, the Special Committee would not have made a different recommendation to the Board regarding the Transactions or to the GreenLight stockholders in recommending that the GreenLight
stockholders tender their Shares pursuant to the Offer.
Additionally, following the Special Committees meeting on July 7, 2023, the
Board held a meeting at which certain members of the Companys management team, representatives of Goodwin and a representative of Foley were present. At this meeting, the members of the Special Committee provided an update to the Board with
respect to the revised analyses of Roth and reported that the revised analyses did not change Roths determination of fairness. The Special Committee then noted to the Board that it had reaffirmed its recommendation of (i) its determination
that the Transactions are fair to and in the best interests of the Company and the stockholders of the Company, including the holders of Unaffiliated Voting Shares, and declared it advisable to enter into each of the Merger Agreement, the
Contribution and Exchange Agreement, the Advance Notes, the Subordination Agreement, (ii) its determination that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL, (iii) approval of the execution,
delivery and performance of each of the Merger Agreement, Contribution and Exchange Agreement, the Note Purchase Agreement, the Advance Notes, the Subordination Agreement and the consummation of the transactions contemplated respectively thereby and
(iv) its recommendation that the stockholders of the Company tender their shares of Company Common Stock in the Offer and their approval to adopt the Merger Agreement. Upon such recommendation of the Special Committee and upon additional
discussions, including a discussion of the fact that during the 30-day go-shop period, which expired on June 28, 2023, and thereafter, the Company had not received any other viable offers or bids to engage in any potential investment or strategic
transaction opportunities, the members of the Board (other than Mr. OBrien who recused himself) reaffirmed its prior recommendation, after balancing (I) the Companys stockholder pecuniary (financial) interests, (II) the best interests of
those materially affected by the Companys conduct (including customers, employees, partners and the communities in which it operates) and (III) the Companys Public Benefit Purpose, resolved that (A) it was fair to, and in the best
interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and declared it advisable to enter into the Merger Agreement and the transaction contemplated thereby, including the transactions with respect to
the convertible note financing, (B) the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and (C) recommended the stockholders of the Company tender their shares of Company Common Stock with respect to
Fall Lines offer and adopt the Merger Agreement.