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Item 1.01
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Entry into a Material Definitive Agreement.
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As was previously disclosed, on January
31, 2017, Imation Corp. (the “Company” or “we”) held a special meeting of the stockholders of the Company
(the “Special Meeting”) at which the stockholders approved the issuance of up to 15,000,000 shares (the “Capacity
Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Subscription
Agreement, dated as of November 22, 2016, by and between the Company and Clinton Group, Inc. (“Clinton”), as amended
by Amendment No. 1 to the Subscription Agreement, dated as of January 9, 2017 (the “Amendment”) (as so amended, the
“Subscription Agreement”). Clinton is a diversified asset management firm that invests globally across multiple alternative
investment strategies, an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”)
and a stockholder of the Company. Joseph A. De Perio, the Non-Executive Chairman of the Board of Directors of the Company (the
“Board”), is a Senior Portfolio Manager at Clinton.
Pursuant to the terms of the Subscription
Agreement, on February 2, 2017 (the “Initial Closing Date”), we entered into a Capacity and Services Agreement (the
“Capacity and Services Agreement”) with Clinton and GlassBridge Asset Management, LLC (“GlassBridge”),
our investment adviser subsidiary.
As consideration for the capacity and services
Clinton has agreed to provide under the Capacity and Services Agreement and pursuant to the terms of the Subscription Agreement,
we issued 12,500,000 shares of Common Stock to Madison Avenue Capital Holdings, Inc. (“Madison”), an affiliate of Clinton,
on the Initial Closing Date.
On the Initial Closing Date, we entered
into a Registration Rights Agreement with Madison (the “Registration Rights Agreement”) relating to the registration
of the resale of the Capacity Shares.
On the Initial Closing Date, we also entered
into a letter agreement with Madison pursuant to which Madison has agreed to a three-year lock-up with respect to any Capacity
Shares issued to it (the “Letter Agreement”).
Pursuant to the terms of the Capacity and
Services Agreement, GlassBridge’s initial board of directors is comprised of Joseph A. De Perio, the Non-Executive Chairman
of the Company’s Board and a Senior Portfolio Manager at Clinton, Daniel Strauss, a Portfolio Manager at Clinton, Donald
H. Putnam, a member of the Company’s Board, Alex Spiro, a member of the Company’s Board and Chair of its Special Committee,
and Harlan H. Simon, who has over 20 years of hedge fund experience.
For descriptions of the terms and conditions
of the Subscription Agreement, the Capacity and Services Agreement and the Registration Rights Agreement and the issuance of the
Capacity Shares, please refer to Item 1.01 and Item 3.02 of the Company’s Current Report on Form 8-K filed with the SEC on
November 22, 2016, which are incorporated herein by reference.
The foregoing descriptions of
the Subscription Agreement, the Amendment, the Capacity and Services Agreement, the Registration Rights Agreement and the
Letter Agreement do not purport to be complete and are qualified in their entireties by reference to the Subscription
Agreement, the Amendment, the Capacity and Services Agreement, the Registration Rights Agreement and the Letter Agreement,
which are incorporated herein by reference. A copy of the Subscription Agreement was filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the SEC on November 22, 2016 and a copy of the Amendment was filed as
Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 10, 2017. Copies of
the Capacity and Services Agreement, the Registration Rights Agreement and the Letter Agreement are filed as Exhibits 10.1,
10.2 and 10.3 hereto, respectively.