Add
EST to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| EST > SEC Filings for EST > Form 8-K on 2-Nov-2009 | All Recent SEC Filings |
2-Nov-2009
Entry into a Material Definitive Agreement, Other Events
Forward Contracts
On October 28, 2009, Enterprise Acquisition Corp. (the "Company" or "Enterprise") entered into a Stock Purchase Agreement with Credit Suisse Securities (USA), LLC ("Credit Suisse "), pursuant to which Credit Suisse will sell to Enterprise a total of 1,363,500 shares of the Company's common stock issued in its initial public offering ("Public Shares") at a price per share of $9.98, subject to adjustment. On October 30, 2009, Enterprise entered into a Stock Purchase Agreement with Citigroup Global Markets Inc. ("Citigroup"), pursuant to which Citigroup will sell to Enterprise a total of 350,000 Public Shares at a price per share of $9.98, subject to adjustment. On October 30, 2009, Enterprise entered into a Stock Purchase Agreement with Del Mar Master Fund, Ltd ("Del Mar"), pursuant to which Del Mar will sell to Enterprise a total of 1,384,000 Public Shares at a price per share of $9.98, subject to adjustment.
The purchases for each Stock Purchase Agreement will take place concurrently with or following the closing of the merger with ARMOUR Residential REIT, Inc. ("ARMOUR") and the purchases will be paid for with funds that will be released from the Company's trust account upon consummation of the merger. Pursuant to each Stock Purchase Agreement, Credit Suisse, Citigroup and Del Mar have each agreed to have their Public Shares voted in favor of each of the stockholder proposals set forth in the Company's definitive proxy statement/prospectus, dated October 13, 2009, filed with the Securities and Exchange Commission on October 14, 2009.
Such purchases, if made, would increase the likelihood that holders of a majority of the shares of the Company's common stock will vote in favor of the merger and that holders of less than 30% of Public Shares (or 50% of the Public Shares, if the proposal to increase the conversion threshold is approved at the special meeting) vote against the merger and seek conversion of their Public Shares into cash in accordance with the Company's amended and restated certificate of incorporation.
The foregoing description of each Stock Purchase Agreement with Credit Suisse, Citigroup and Del Mar are qualified in their entirety by the copy of such agreements filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this report, which is incorporated herein by this reference.
First Amendment to the Merger Agreement
On November 2, 2009, Enterprise, ARMOUR and ARMOUR Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ARMOUR ("Merger Sub Corp."), entered into the First Amendment to the Agreement and Plan of Merger (the "First Amendment"). The First Amendment amends the Agreement and Plan of Merger, dated as of July 29, 2009, among Enterprise, ARMOUR and Merger Sub Corp. (the "Merger Agreement") to delete Section 7.1(h) of the Merger Agreement in its entirety, which required, as a condition to the consummation of the Merger, Enterprise to have at least $100,000,000 in its trust account at the effective time of closing after taking into account payment of certain expenses. The First Amendment is attached as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated herein by reference.
On November 2, 2009, Enterprise issued a press release announcing that it has filed a supplement to its definitive proxy materials relating to the merger with ARMOUR. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Enterprise and ARMOUR. In connection with the proposed transaction, ARMOUR filed Amendment No. 4 to the Registration Statement on Form S-4 with the SEC on October 13, 2009, and the definitive Proxy Statement/Prospectus for Enterprise was mailed to stockholders and warrantholders of Enterprise on October 14, 2009. INVESTORS AND SECURITY HOLDERS OF ENTERPRISE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the definitive Proxy Statement/Prospectus and other documents filed with the SEC by Enterprise and ARMOUR through the website maintained by the SEC at www.sec.gov. Free copies of the definitive Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by directing a request to Enterprise Acquisition Corp., 6800 Broken Sound Parkway, Boca Raton, Florida 33487 Attention: Investor Relations.
Participants in Solicitation
Enterprise and ARMOUR and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Enterprise's directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on March 16, 2009, and information regarding ARMOUR's directors and executive officers is available in the definitive Proxy Statement/Prospectus filed with the SEC on October 14, 2009 by Enterprise and ARMOUR. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive Proxy Statement/Prospectus and other relevant materials filed with the SEC.
ITEM 9.01
|
|