4//SEC Filing
CAP 1 LLC 4
Accession 0001567619-18-006995
CIK 0001517401other
Filed
Nov 26, 7:00 PM ET
Accepted
Nov 27, 5:20 PM ET
Size
16.2 KB
Accession
0001567619-18-006995
Insider Transaction Report
Form 4
Peak Resorts IncSKIS
CAP 1 LLC
10% Owner
Transactions
- Purchase
Financing Warrant
2018-11-21+1,750,000→ 1,750,000 totalExercise: $10.00→ Common Stock (1,750,000 underlying) - Purchase
Series A Cumulative Convertible Preferred Stock
2018-11-21+20,000→ 6,359,300 total→ Common Stock (3,179,650 underlying) - Purchase
Warrant No. 5
2018-11-21+625,000→ 625,000 totalExercise: $8.00→ Common Stock (625,000 underlying) - Purchase
Warrant No. 4
2018-11-21+1,538,462→ 1,538,462 totalExercise: $6.50→ Common Stock (1,538,462 underlying) - Purchase
Warrant No. 6
2018-11-21+555,556→ 555,556 totalExercise: $9.00→ Common Stock (555,556 underlying)
Footnotes (6)
- [F1]Represents the number of shares of Common Stock (as defined below) that the Series A Preferred Stock (as defined below) is initially convertible into. The Series A Preferred Stock is convertible into a number of shares of Common Stock equal to the number of shares determined by (i) multiplying the number of shares to be converted by $1,000 per share, and then (ii) dividing the result by the conversion price in effect immediately prior to such conversion. The initial conversion price is $6.29 and is subject to adjustments.
- [F2]Cap 1 LLC ("Cap 1") provided funding to Peak Resorts, Inc. (the "Company") for its acquisition on November 21, 2018 of Snow Time, Inc. in the form of (i) a $50.0 million term loan and (ii) $20.0 million purchase price of 20,000 shares of the Company's Series A Preferred Stock and warrants to purchase shares of Common Stock that expire 12 years from the date of issuance, as follows: (i) 1,538,462 shares of Common Stock at $6.50 per share ("Warrant No. 4"); (ii) 625,000 shares of Common Stock at $8.00 per share ("Warrant No. 5"); and (iii) 555,556 shares of Common Stock at $9.00 per share ("Warrant No. 6"). As consideration for the term loan and in lieu of fees, the Company also issued Cap 1 an additional warrant to purchase 1,750,000 shares of Common Stock at $10.00 per share (the "Financing Warrant").
- [F3]The Series A Preferred Stock is exercisable upon a change of control (as defined in the Certificate of Designation of Series A Cumulative Convertible Preferred Stock of Peak Resorts Inc. filed as exhibit 4.1 to the Form 8-K filed on October 28, 2016, the "Certificate of Designation") or at any time that is nine months from the date of issuance.
- [F4]The right to convert ceases and terminates at 5:00 p.m., New York City time, on the business day immediately preceding the Redemption Date (as defined in the Certificate of Designation).
- [F5]Each of the Option Warrants may be exercised by Cap 1 at any time prior to the twelfth anniversary of the issuance date of such warrant.
- [F6]The Financing Warrant may be exercised by Cap 1 at any time prior to the tenth anniversary of the issuance date.
Documents
Issuer
Peak Resorts Inc
CIK 0001517401
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001651662
Filing Metadata
- Form type
- 4
- Filed
- Nov 26, 7:00 PM ET
- Accepted
- Nov 27, 5:20 PM ET
- Size
- 16.2 KB