HAMILTON, BERMUDA -- (Marketwired) -- 04/04/13 -- Stratus Technologies Bermuda Holdings Ltd. ("Stratus" or the "Company"), a global provider of uptime assurance, today announced that, pursuant to the Subscription and Shareholders Agreement (the "Shareholders Agreement") dated as of April 8, 2010, among the Company, Technology Holdings Ltd., the Note Purchaser Shareholders and the Second Lien Shareholders, the Company anticipates making the following issuances on April 30, 2013 (the "Second Closing Date"):
•to the Second Lien Shareholders or, in certain cases, to the holders of Loans outstanding under the First Amended and Restated Second Lien Credit Agreement, dated as of August 28, 2006, among certain subsidiaries of the Company and the lenders and agents party thereto, as amended (the "Credit Agreement"), an aggregate of approximately 3,324,059.20 Series B Ordinary Shares and approximately 756,986.00 Series B Preference Shares (collectively, the "Second Lien Second Closing Shares"); and •to the Note Purchaser Shareholders an aggregate of approximately 367,862.59 Series B Ordinary Shares and approximately 83,773.11 Series B Preference Shares (collectively, the "Note Purchaser Second Closing Shares" and, together with the Second Lien Second Closing Shares, the "Second Closing Shares").
As provided in the Shareholders Agreement, if the cash repayment in full of the Loans outstanding under the Credit Agreement does not occur prior to the Second Closing Date, the issuance of the Second Closing Shares must take place at a closing to be held on the Second Closing Date. The Company does not anticipate that the Loans will be discharged prior to the Second Closing Date. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Shareholders Agreement.
As required by the Shareholders Agreement, on the Second Closing Date, the Second Lien Second Closing Shares will be allocated ratably, including fractional shares, to each Second Lien Shareholder according to the aggregate principal amount of outstanding Loans held by each such Second Lien Shareholder as of the Second Closing Date, and the Note Purchaser Second Closing Shares will be allocated ratably, including fractional shares, to each Note Purchaser Shareholder according to the aggregate amount of Note Purchaser Shares held by each such Note Purchaser Shareholder as of the Second Closing Date. If a Second Lien Shareholder transferred its Loans prior to the Second Closing Date, then the Company will issue the Second Lien Second Closing Shares, ratably, to each transferee (instead of to the transferor) according to the aggregate principal amount of each such transferee's outstanding Loans as of the Second Closing Date, subject to the execution by such transferee of a joinder and the satisfaction of other conditions specified in the Shareholders Agreement. The Shareholders Agreement does not provide for any distribution to be made in respect of the 12% Senior Secured Notes due 2015 of Stratus Technologies Bermuda Ltd. or the 12% Senior Secured Notes due 2015 of Stratus Technologies, Inc.
To facilitate the issuance of the Second Closing Shares, the Company is establishing an effective record date of April 22, 2013 (the "Record Date"). The Second Closing Shares will be issued to the applicable holders of record as of the close of business on the Record Date, as indicated in the books and records maintained by the Company, by Wilmington Trust, National Association, as agent under the Credit Agreement, and by Coson Corporate Services Limited, as transfer agent and registrar for the Series B Ordinary Shares and the Series B Preference Shares. Accordingly, from the Record Date through the Second Closing Date, the settlement of any assignments of rights and obligations under the Credit Agreement and the registration of any transfers of Series B Ordinary Shares or Series B Preference Shares will be delayed. Any such settlements or transfers are anticipated to occur as soon as practicable following the Second Closing Date.
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