0001193125-14-427305.txt : 20141126 0001193125-14-427305.hdr.sgml : 20141126 20141126165807 ACCESSION NUMBER: 0001193125-14-427305 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 GROUP MEMBERS: ALEXANDER R. SLUSKY GROUP MEMBERS: CH MERGER SUB, INC. GROUP MEMBERS: VECTOR CAPITAL IV INTERNATIONAL, L.P. GROUP MEMBERS: VECTOR CAPITAL PARTNERS III, L.P. GROUP MEMBERS: VECTOR CAPITAL PARTNERS, L.L.C. GROUP MEMBERS: VECTOR CAPITAL, LTD. GROUP MEMBERS: VECTOR CH HOLDINGS (CAYMAN), L.P. GROUP MEMBERS: VECTOR ENTREPRENEUR FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ChyronHego Corp CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18273 FILM NUMBER: 141254304 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: CHYRON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vector Capital IV, L.P. CENTRAL INDEX KEY: 0001403846 IRS NUMBER: 943311525 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O VECTOR CAPITAL CORPORATION STREET 2: ONE MARKET ST., STEUART TOWER, 23RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-293-5000 MAIL ADDRESS: STREET 1: C/O VECTOR CAPITAL CORPORATION STREET 2: ONE MARKET ST., STEUART TOWER, 23RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: VECTOR CAPITAL IV LP DATE OF NAME CHANGE: 20070620 SC 13D 1 d828255dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No.      )*

 

 

 

CHYRONHEGO CORPORATION

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

171607104

(CUSIP Number)

 

Vector CH Holdings (Cayman), L.P.

CH Merger Sub, Inc.

Vector Capital IV International, L.P.

Vector Entrepreneur Fund III, L.P.

Vector Capital Partners III, L.P.

Vector Capital Partners IV, L.P.

Vector Capital, Ltd.

Vector Capital, L.L.C.

Alexander R. Slusky

c/o Vector Capital Management, L.P.

One Market Street, Steuart Tower, 23rd Floor

San Francisco, CA 94105

Telephone: (415) 293-5000

Attn: David Baylor

 

With a copy to:

 

Shearman & Sterling LLP

Four Embarcadero Center, Suite 3800

San Francisco, CA 94111

Telephone: (415) 616-1100

Attn: Steve L. Camahort

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 17, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 171607104  

 

  1.   

Names of Reporting Persons:

 

Vector CH Holdings (Cayman), L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

PN

 

1  Represents the aggregate number of shares of common stock, par value $0.01 per share (the “Common Stock”), of ChyronHego Corporation (the “Issuer”), beneficially owned by the Voting Parties (defined below) pursuant to the Voting Agreement (including options to purchase 832,168 shares of Common Stock exercisable within 60 days of November 17, 2014 and 97,847 shares of Common Stock subject to restricted stock units that will vest within 60 days of November 17, 2014).
2  Represents the total from Row (11) divided by 41,188,366 shares of Common Stock (including 40,258,351 shares of Common Stock outstanding on November 14, 2014 pursuant to the Merger Agreement (defined below), as well as options to purchase 832,168 shares of Common Stock exercisable within 60 days of November 17, 2014 and 97,847 shares of Common Stock subject to restricted stock units that will vest within 60 days of November 17, 2014.

 

1


CUSIP No. 171607104  

 

  1.   

Names of Reporting Persons:

 

CH Merger Sub, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

CO

 

2


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Capital IV International, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

PN

 

3


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Entrepreneur Fund III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

PN

 

4


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Capital Partners III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

PN

 

5


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Capital Partners IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

PN

 

6


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Capital, Ltd.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

CO

 

7


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Vector Capital Partners, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

OO

 

8


CUSIP No. 171607104

 

  1.   

Names of Reporting Persons:

 

Alexander R. Slusky

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)*

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)*

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

-0-

     8.   

Shared Voting Power

 

21,289,5071

     9.   

Sole Dispositive Power

 

-0-

   10   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,289,5071

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

51.7%2

14.  

Type of Reporting Person (See Instructions)

 

IN

 

9


This statement on Schedule 13D (this “Schedule 13D”) relates to the Agreement and Plan of Merger, dated as of November 17, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), CH Merger Sub, Inc., a New York corporation (“Merger Sub”), and ChyronHego Corporation, a New York corporation (the “Issuer” or “Company”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

Concurrently with the execution of the Merger Agreement, Johan Apel, Westhill Group AB, Dawn Johnston, Soren Kjellin, Maxflyt AB, Susan Clark-Johnson, Peter F. Frey, Christopher R. Kelly, Michael Wellesley-Wesley, Robert L. Ogden, Robert A. Rayne, LMS Tiger Investments Ltd., Westpool Investment Trust plc, Lion Investments Limited, Henrik Sundberg, Stella Capital Advisors, Michael C. Wheeler, Kevin Prince, Kathleen Power, Jesper Gawell and Stefan Fjellsten (collectively, the “Voting Parties”), entered into a voting agreement with Parent and Merger Sub (as it may be amended from time to time, the “Voting Agreement”), pursuant to which, among other things, the Voting Parties agreed to vote all of the shares of common stock, $0.01 par value per share, of the Issuer (the “Common Stock”) beneficially owned by the Voting Parties, representing approximately 51.7% of the Company’s issued and outstanding shares of Common Stock in the aggregate, in favor of the Merger and against any other acquisition proposal (except as permitted in the Merger Agreement) at any meeting of the Company’s shareholders until termination of the Voting Agreement.

The summary of the Merger Agreement and the Voting Agreement is qualified in its entirety by the terms and conditions of the Merger Agreement and the Voting Agreement, respectively, which are filed as Exhibits 99.1 and 99.3 hereto, respectively, and are incorporated herein by reference.

 

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer. The address of the principal executive offices of the Issuer is 5 Hub Street, Melville, New York 11747.

 

Item 2. Identity and Background.

(a) This statement on Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (i) Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), (ii) CH Merger Sub, Inc., a New York corporation (“Merger Sub”), (iii) Vector Capital Partners III, L.P., a Delaware limited partnership (“VCP III LP”), (iv) Vector Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV LP”), (v) Vector Capital, L.L.C., a Delaware limited liability company (“VC LLC”), (vi) Vector Capital, Ltd., a Cayman Islands exempted company (“VC LTD”), (vii) Vector Capital IV International, L.P., a Delaware limited partnership (“VC IV Intl LP”), (viii) Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (“VEF III LP”, and together with VCP III LP, VCP IV LP, VC LLC, VC LTD and VC IV Intl LP, “Vector”), and (iv) Alexander R. Slusky, an individual (“Mr. Slusky”). Mr. Slusky is the Managing Member of VC LLC. VC LLC and VC LTD are the General Partners of VCP III LP and VCP IV LP. VCP III LP is the sole General Partner of VEF III LP. VCP IV LP is the sole General Partner of VC IV Intl LP, and owns 100% of Parent, and Parent is the sole shareholder of Merger Sub.

The agreement among the Reporting Persons relating to the joint filing of this statement is attached to this statement on Schedule 13D as Exhibit 1.

(b) The business address for the Reporting Persons is One Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94105.

 

10


(c) The principal businesses of Parent and Merger Sub are each to enter into the Merger Agreement. The business of Vector is that of a private limited partnership (in the case of VCP III LP, VCP IV LP, VC IV Intl LP and VEF III LP) or a private limited liability company (in the case of VC LLC) or an exempted company (in the case of VC LTD), engaged in making investments in securities of public and private companies for its own account. The principal employment of Mr. Slusky is as the Managing Director and Chief Investment Officer of Vector Capital Management, L.P., a Delaware limited partnership (“Vector Capital”), which is principally engaged in the business of managing a portfolio of funds, including Vector.

The name and principal occupation of each director and executive officer of Merger Sub, and the Managing Member and Chief Investment Officer of Vector, is as follows:

 

    Alexander Slusky is the Managing Member of VC LLC. His principal occupation is as the Managing Director and Chief Investment Officer of Vector Capital.

 

    Nicholas Lukens is the director of Merger Sub. His principal occupation is as a Vice President of Vector Capital.

 

    James Murray is the President, Secretary and Treasurer of Merger Sub. His principal occupation is as the Chief Financial Officer of Vector Capital.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Slusky is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration

No funds were required in connection with the execution and delivery of the Merger Agreement and Voting Agreement. The total value of the Merger transaction, including the amount of funds required by Parent to pay the aggregate consideration pursuant to the Merger Agreement and the transactions contemplated thereby, and pay fees and expenses relating to the Merger, as well as the assumption or repayment of indebtedness, will be approximately $129.6 million. Parent currently intends to obtain all of such funds through a combination of (i) debt financing to be provided by one or more groups of lenders, (ii) equity financing to be provided by Vector, pursuant to an equity commitment letter described below and certain rollover investors, and (iii) available cash balances of the Company.

In a letter dated November 17, 2014, each of VC IV Intl LP and VEF III LP, (the “Equity Commitment Letter”) agreed, subject to certain conditions, to contribute an aggregate of approximately $49.3 million (subject to adjustment) in cash to Parent in exchange for a portion of the equity of Parent, which financing will be used solely for the purpose of funding the merger consideration pursuant to the Merger Agreement and to pay certain expenses. This summary of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Letter, which is attached hereto as Exhibit 99.4, which is incorporated by reference in its entirety into this Item 3.

VC IV Intl LP and VEF III LP have, pursuant to a Limited Guarantee, dated as of November 17, 2014 (the “Guarantee”), unconditionally and irrevocably guaranteed Parent’s obligation under Section 11.04(c) of the Merger Agreement to pay a reverse termination fee of $6.3 million to the Company in the event that the Company terminates the Merger Agreement due to a breach of any representation or warranty or failure to perform any covenant by Parent or Merger Sub under the Merger Agreement. VC IV Intl LP and VEF III LP’s maximum liability under the Guarantee is limited to monetary damages not in excess of $6.3 million. The Guarantee will terminate upon earlier of the effective time of the Merger or the termination of the Merger Agreement. The foregoing description of the Guarantee is qualified in its entirety by reference to the Guarantee, which is filed as Exhibit 99.5 hereto, and is incorporated herein by reference.

 

11


Item 4. Purpose of Transaction

(a) - (j)

On November 17, 2014, Parent, Merger Sub and Issuer entered into the Merger Agreement, pursuant to which and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of the Company’s Common Stock (the “Shares”) outstanding immediately prior to the Effective Time will be converted into the right to receive $2.82 in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”), other than 8,258,706 shares, representing up to 50% of the shares held (excluding stock options and shares issuable upon exercise of stock options) by Johan Apel, Westhill Group AB, Stefan Fjellsten, Soren Kjellin, Maxflyt AB, and certain other former shareholders of companies previously acquired by the Issuer (the “Rollover Holders”), which will be exchanged for approximately 31% of the equity interests of Parent (which is discussed in more detail below). In addition, at the Effective Time, each then-outstanding option to purchase shares of Common Stock of the Company (the “Company Options”) that has an exercise price per share that is less than the Merger Consideration will become fully vested and will be cancelled in exchange for a cash payment per share equal to the excess, if any, of the Merger Consideration over the exercise price of such Company Option and each then-outstanding Company Option that has an exercise price per share that is equal to or greater than the Merger Consideration will be cancelled. In addition, each restricted stock unit representing the right to acquire shares of Common Stock outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled in exchange for the right to receive a cash amount equal to the product of (1) the total number of shares of Common Stock subject to such restricted stock unit, multiplied by (2) the Merger Consideration of $2.82 per share. In addition, each warrant to purchase shares of Common Stock that has not previously been exercised and that has an exercise price per share that is less than the Merger Consideration will be converted into the right to receive an amount in cash determined by multiplying (1) the excess of the Merger Consideration over the exercise price of such warrant by (2) the number of shares of Common Stock subject to such warrant. The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining approval of the shareholders of the Company. This summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 4.

Concurrently with the execution of the Merger Agreement, the Voting Parties entered into the Voting Agreement with Parent and Merger Sub, in the form attached hereto as Exhibit 99.3, dated as of November 17, 2014, pursuant to which, among other things, the Voting Parties irrevocably appointed Parent as their true and irrevocable proxy, to vote each Voting Party’s respective shares of Common Stock (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and the Voting Agreement, (ii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal (as such term is defined in the Merger Agreement)) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company. Each Voting Party further agreed not to, directly or indirectly, (a) sell, assign, transfer (including by operation of law), pledge, dispose of or otherwise encumber any of the shares of Common Stock subject to the Voting Agreement or otherwise agree to do any of the foregoing, (b) deposit any shares of Common Stock into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Voting Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any shares of Common Stock or (d) take any action that would make any representation or warranty of such Voting Party therein untrue or incorrect in any material respect or have the effect of preventing or disabling the Voting Party from performing his, her or its obligations hereunder. The Voting Agreement will terminate upon the earlier of the Effective Time, the termination of the Merger Agreement in accordance with its terms or an Adverse Recommendation Change (as defined in the Merger Agreement) by the special committee of the Company’s board of directors.

 

12


Concurrently with the execution of the Merger Agreement, each of the Rollover Holders entered into a Rollover Agreement with Parent, in the form attached hereto as Exhibit 99.2, dated as of November 17, 2014 (each, a “Rollover Agreement”) pursuant to which the Rollover Holders will exchange an aggregate of 8,258,706 shares of Common Stock for equity interests of Parent, immediately prior to the Effective Time. The Rollover Agreements terminate upon the earliest to occur of (a) upon termination of the Merger Agreement in accordance with its terms or (b) the agreement by the Rollover Holder and Vector Capital IV L.P. to terminate the applicable Rollover Agreement.

The foregoing descriptions of the Merger Agreement, Rollover Agreements and Voting Agreement are qualified in their entirety by reference to the Merger Agreement, the Form of Rollover Agreement and the Voting Agreement, which are filed as Exhibit 99.1, 99.2, and 99.3 hereto, respectively, and are incorporated herein by reference.

Vector intends to raise approximately $50.0 million in debt in connection with the Merger. Assuming the full amount is borrowed in connection therewith and is used to purchase Common Stock, then the post-closing equity value of Parent after the Merger will be approximately $76.1 million (determined based on the pre-Merger equity value of the Company’s Common Stock and options and transaction expenses reduced by the amount of the debt incurred by Parent in connection with the Merger (net of expected costs at closing)) and the enterprise value will be approximately $126.1 million. Based on the above assumptions, to fund a portion of the Merger Consideration, Vector would invest approximately $52.8 million in cash in Parent in the form of an equity contribution. The Rollover Holders’ contribution and Vector’s investment in Parent will be made at the same valuation. As a result, immediately after the Merger, (i) the Rollover Holders would hold equity in Parent valued at approximately $23.3 million (or approximately 30.6 percent of the total equity value of approximately $76.1 million) and (ii) Vector would hold equity in Parent valued at approximately $52.8 million (or approximately 69.4 percent of the total equity value of $76.1 million). The remainder of the capitalization of Parent would consist of $50.0 million in debt, which will not exist prior to the closing of the Merger, and which would be arranged by Vector.

Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

(a) Each of the Reporting Persons’ current ownership in the Issuer and the Issuer’s Common Stock is set forth on the cover pages to this Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on a total of 41,188,366 shares of Common Stock (including 40,258,351 shares of Common Stock outstanding on November 14, 2014 pursuant to the Merger Agreement (defined below), as well as options to purchase 832,168 shares of Common Stock exercisable within 60 days of November 17, 2014 and 97,847 share of Common Stock subject to restricted stock units that will vest within 60 days of November 17, 2014). As a result of the matters discussed in Item 4 above, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with, among others, the Voting Parties. The Reporting Persons disclaim membership in any “group” with any person other than the Reporting Persons. The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the shares of Common Stock covered in this report, and the Reporting Persons expressly disclaim such beneficial ownership.

(b) The number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by each of the Reporting Persons with respect to which there is (i) sole voting power, (ii) shared voting power, (iii) sole dispositive power, and (iv) shared dispositive power is as set forth below.

 

     Parent      Merger Sub      VC IV
Intl LP
     VEF III LP      VCP IV LP      VCP III LLC      VC LTD      Mr. Slusky  

Sole Power to Vote/Direct Vote

     0         0         0         0         0         0         0         0   

Shared Power to Vote/Direct Vote

     21,289,507         21,289,507         21,289,507         21,289,507         21,289,507         21,289,507         21,289,507         21,289,507   

Sole Power to Dispose/Direct Disposition

     0         0         0         0         0         0         0         0   

Shared Power to Dispose/Direct Disposition

     0         0         0         0         0         0         0         0   

 

 

13


(c) Other than as described in Items 3 and 4 above, there have been no transactions in the Issuer’s Common Stock that were effected during the past 60 days by any of the Reporting Persons.

(d) To the knowledge of the Reporting Persons, no person other than the Voting Parties has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 21,289,507 Shares (including options to purchase 832,168 shares of Common Stock exercisable within 60 days of November 17, 2014 and 97,847 shares of Common Stock subject to restricted stock units that will vest within 60 days of November 17, 2014).

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 above is incorporated herein by reference in its entirety into this Item 6.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit
Number

  

Document

1    Joint Filing Agreement dated November 26, 2014, by and among Vector CH Holdings (Cayman), L.P., CH Merger Sub, Inc., Vector Capital IV International, L.P., Vector Entrepreneur Fund III, L.P., Vector Capital Partners IV, L.P., Vector Capital, Ltd., Vector Capital, L.L.C. and Alexander R. Slusky.
99.1    Agreement and Plan of Merger, dated as of November 17, 2014, by and among ChyronHego Corporation, Vector CH Holdings (Cayman), L.P. and CH Merger Sub, Inc. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission) (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on November 17, 2014).
99.2    Form of Rollover Agreement, dated as of November 17, 2014, by and between Parent and each of the Rollover Holders. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 17, 2014).
99.3    Voting Agreement, dated as of November 17, 2014, by and among Parent, Merger Subsidiary and the Signatories Thereto. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 17, 2014).
99.4    Equity Commitment Letter, dated November 17, 2014, by and among Vector Capital IV International, L.P., Vector Entrepreneur Fund III, L.P., Vector CH Holdings (Cayman), L.P. and CH Merger Sub, Inc.
99.5    Limited Guarantee, dated as of November 17, 2014, by and among Vector Capital IV International, L.P., Vector Entrepreneur Fund III, L.P. in favor of ChyronHego Corporation.

 

14


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated November 17, 2014.

 

VECTOR CH HOLDINGS (CAYMAN), L.P.

By:

  VECTOR CAPITAL PARTNERS IV, L.P., its general partner

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
CH MERGER SUB, INC.

By:

 

/s/ James Murray

Name:

  James Murray

Title:

  President
VECTOR CAPITAL IV INTERNATIONAL, L.P.

By:

  VECTOR CAPITAL PARTNERS IV, L.P., its general partner

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
VECTOR ENTREPRENEUR FUND III, L.P.

By:

  VECTOR CAPITAL PARTNERS III, L.P., its general partner

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

 

15


By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
VECTOR CAPITAL PARTNERS III, L.P.

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
VECTOR CAPITAL PARTNERS IV, L.P.

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
VECTOR CAPITAL, L.L.C.

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer
VECTOR CAPITAL, LTD.

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director
ALEXANDER R. SLUSKY

/s/ Alexander R. Slusky

Alexander R. Slusky

 

16

EX-99.A 2 d828255dex99a.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: November 26, 2014

 

VECTOR CH HOLDINGS (CAYMAN), L.P.

    VECTOR ENTREPRENEUR FUND III, L.P.
By:   VECTOR CAPITAL PARTNERS IV, L.P., its general partner     By:   VECTOR CAPITAL PARTNERS III, L.P., its general partner

By:

  VECTOR CAPITAL, L.L.C., its general partner     By:   VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

    By:  

/s/ David Baylor

Name:

  David Baylor     Name:   David Baylor

Title:

  Chief Operating Officer     Title:   Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner     By:   VECTOR CAPITAL, L.T.D., its general partner

By:

 

/s/ David Baylor

    By:  

/s/ David Baylor

Name:

  David Baylor     Name:   David Baylor

Title:

  Director     Title:   Director

CH MERGER SUB, INC.

    VECTOR CAPITAL PARTNERS III, L.P.

By:

 

/s/ James Murray

    By:   VECTOR CAPITAL, L.L.C., its general partner

Name:

  James Murray      

Title:

  President     By:  

/s/ David Baylor

      Name:   David Baylor

VECTOR CAPITAL IV INTERNATIONAL, L.P.

    Title:   Chief Operating Officer

By:

  VECTOR CAPITAL PARTNERS IV, L.P., its general partner     By:   VECTOR CAPITAL, LTD., its general partner

By:

  VECTOR CAPITAL, L.L.C., its general partner     By:  

/s/ David Baylor

      Name:   David Baylor

By:

 

/s/ David Baylor

    Title:   Director

Name:

  David Baylor      

Title:

  Chief Operating Officer      

By:

  VECTOR CAPITAL, LTD., its general partner      

By:

 

/s/ David Baylor

     

Name:

  David Baylor      

Title:

  Director      


VECTOR CAPITAL PARTNERS IV, L.P.

By:

  VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director

VECTOR CAPITAL, L.L.C.

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

VECTOR CAPITAL, LTD.

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director

ALEXANDER R. SLUSKY

/s/ Alexander R. Slusky

Alexander R. Slusky

EX-99.1 3 d828255dex991.htm EX-99.4 EX-99.4

Exhibit 99.4

Execution Version

November 17, 2014

CONFIDENTIAL

 

To:    Vector CH Holdings (Cayman), L.P.
   c/o Vector Capital Corporation
   One Market Street
   Steuart Tower, 23rd Floor
  

San Francisco, California 94105

 

To:    CH Merger Sub, Inc.
   c/o Vector Capital Corporation
   One Market Street
   Steuart Tower, 23rd Floor
   San Francisco, California 94105

 

  Re: Equity Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among ChyronHego Corporation, a New York corporation (the “Company”), Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Subsidiary and the Company.

This letter agreement confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter agreement to purchase, a portion of the equity of Parent (or, in the event Vector Capital IV International, L.P. (“Vector”) determines that the Investors should instead purchase equity of a direct or indirect parent entity of Parent (so long as such parent entity and any subsidiaries of such parent entity that are also direct or indirect parent entities of Parent each commit to provide the proceeds of such equity purchase downstream to Parent and provided Parent is a wholly-owned direct or indirect subsidiary of such parent entity) (the “Holdco”), of


Holdco) as of the Closing Date (the “Subject Equity Securities”) for a purchase price equal to the product of (i) $ 49,261,000 (the “Total Outstanding Closing Equity”), multiplied by (ii) the percentage amount set forth next to the undersigned’s name on Schedule A (the “Pro Rata Portion”), provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent (directly or indirectly, as applicable) more than the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity. Parent and Merger Subsidiary shall use the proceeds from the undersigned’s purchase of equity securities to fund the aggregate Merger Consideration and related expenses pursuant to, and in accordance with, the Merger Agreement (including Parent’s and Merger Subsidiary’s obligations under Sections 2.02 and 2.05 of the Merger Agreement) and for no other purpose. The undersigned’s obligation to fund the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity is also subject to (w) the execution and delivery of the Merger Agreement, (x) the substantially contemporaneous contribution of the Rollover Shares to Parent by the Rollover Holders pursuant to the Rollover Agreements, (y) the lenders under the Debt Commitment Letters (or any Replacement Debt Commitment Letter) substantially contemporaneous funding their respective portion of the Debt Financing, and (z) the satisfaction of the conditions set forth in Section 9.02 of the Merger Agreement or waiver of such conditions by Parent and the terms of this letter agreement, and will occur substantially contemporaneous with the Closing and the issuance to the undersigned of the Subject Equity Securities.

The undersigned’s obligation to fund the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity will terminate automatically and immediately upon the earliest to occur of (a) full funding of the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity at the closing of the Merger and (b) the termination of the Merger Agreement in accordance with its terms.

The undersigned’s obligation to fund the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity may not be assigned, except with the prior written consent of Parent; provided that the undersigned may assign the undersigned’s obligation to fund all or a portion of the undersigned’s Pro Rata Portion of the Total Outstanding Closing Equity to an Affiliate of the undersigned; provided further that, no such assignment shall relieve any such undersigned of its obligations under this letter unless and to the extent that such obligations are satisfied. Any purported assignment in contravention of this paragraph shall be null and void.

This letter agreement shall be binding solely on, and inure solely to the benefit of, the undersigned and Parent and their respective successors and permitted assigns, and nothing set forth in this letter agreement shall be construed to confer upon or give to any person other than the undersigned and Parent and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the undersigned’s (or its assigns’) Pro Rata Portion of the Total Outstanding Closing Equity or any provisions of this letter agreement; provided that, solely in the event that (i) the conditions set forth in Sections 9.01 and 9.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied on the date the Closing should have been consummated pursuant to the terms of this Agreement but for the failure of the Equity Financing to be funded, (ii) the Debt Financing (including any alternative financing that has been obtained in accordance with, and satisfies the conditions of, Section 7.05 of the Merger


Agreement) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at the Closing, (iii) the Rollover Shares shall have been contributed to Parent pursuant to the Rollover Agreements or will be contributed in accordance with the terms thereof immediately prior to the Closing, and (iv) the Company has irrevocably confirmed that if the Equity Financing and Debt Financing are funded, the Company shall be a third party beneficiary of the rights granted to the Parent under this letter and shall be entitled to seek the remedy of specific performance to enforce Investor’s obligation to fund its Pro Rata portion of the total outstanding equity in accordance with the terms hereof; provided further, that the Company agrees that specific performance of the obligations of the Investors hereunder shall be its sole and exclusive direct or indirect remedy with respect to any breach by an Investor of this letter and that it may not seek or accept any other form of relief that may be available for any such breach of this letter (including monetary damages). Nothing herein, however, shall modify or limit the rights of the Company against the Investors under the Limited Guaranty.

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or any of its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of the undersigned or any Affiliate thereof or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of the undersigned or any Affiliate thereof or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter agreement or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

This letter agreement may be executed in counterparts. This letter agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this letter agreement or the negotiation, execution or performance of this letter agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter agreement or as an inducement to enter into this letter agreement) shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of New York, without regard to conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this letter


agreement or the transactions contemplated hereby shall be heard and determined exclusively in federal or state court located in the Borough of Manhattan, New York City, State of New York and any state appellate courts therefrom within the State of New York. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the State of New York in respect of any legal action, suit or proceeding arising out of or relating to this letter agreement and (ii) waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this letter agreement or the transactions contemplated hereby may not be enforced in or by such courts.

The undersigned represents and warrants that: (i) the undersigned has the requisite power, capacity and authority to execute and deliver this letter agreement and to fulfill and perform its obligations hereunder; (ii) this letter agreement has been duly and validly executed and delivered by the undersigned and constitutes a legal, valid and binding agreement of the undersigned enforceable by the addressees against the undersigned in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles whether considered in a proceeding in law or in equity); (iii) the execution, delivery and performance of this letter agreement by the undersigned has been duly and validly authorized and approved by all necessary corporate, limited partnership or similar action by such party; (iv) the undersigned has available, the unrestricted right (subject only to the giving of any required notices) to obtain the funds necessary to pay and perform in full its obligations under this letter agreement; and (v) concurrently with the execution and delivery of this letter, the undersigned are executing and delivering the Limited Guaranty; and (vi) all funds necessary for the undersigned to fulfill its obligations under this letter agreement shall be available to the undersigned for so long as this letter agreement shall remain in effect. The undersigned acknowledge that the Parent has specifically relied on the accuracy of the representations and warranties contained in this paragraph.

EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the undersigned.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


Sincerely,

VECTOR CAPITAL IV INTERNATIONAL, L.P.

By:

  VECTOR CAPITAL PARTNERS IV, L.P.,
  its general partner

By:

  VECTOR CAPITAL, L.L.C.,
  its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD.,
  its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director

VECTOR ENTREPRENEUR FUND III, L.P.

By:

  VECTOR CAPITAL PARTNERS III, L.P.,
  its general partner

By:

  VECTOR CAPITAL, L.L.C.,
  its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Chief Operating Officer

By:

  VECTOR CAPITAL, LTD.,
  its general partner

By:

 

/s/ David Baylor

Name:

  David Baylor

Title:

  Director

[Signature page to Equity Commitment Letter]


Accepted and Agreed to as of the date first above written.

 

VECTOR CH HOLDINGS (CAYMAN), L.P.

By:

  VECTOR CAPITAL PARTNERS IV, L.P., its general partner

By:

 

VECTOR CAPITAL, L.L.C., its general partner

By:

 

/s/ David Baylor

 

Name: David Baylor

Title: Chief Operating Officer

By:

  VECTOR CAPITAL, LTD., its general partner

By:

 

/s/ David Baylor

 

Name: David Baylor

Title: Director

CH MERGER SUB, INC.

 

By:

 

/s/ James Murray

 

Name: James Murray

 

Title: President

[Signature page to Equity Commitment Letter]


Schedule A

Allocation

 

     Pro Rata Share  

Vector Capital IV International, L.P.

     98.8

Vector Entrepreneur Fund III, L.P.

     1.2

Total

     100.0
EX-99.2 4 d828255dex992.htm EX-99.5 EX-99.5

Exhibit 99.5

Execution Version

LIMITED GUARANTEE

THIS LIMITED GUARANTEE, dated as of November 17, 2014 (this “Limited Guarantee”), is entered into by Vector Capital IV International, L.P. (“VCIV”) and Vector Entrepreneur Fund III, L.P. (“VEIII,” and each of VEIII and VCIV, a “Guarantor” and collectively the “Guarantors”) in favor of ChyronHego Corporation, a New York corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).

RECITAL

Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), CH Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Company have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Merger Agreement”), and it is a requirement of the Merger Agreement that Parent deliver this Limited Guarantee to the Company concurrently with the execution and delivery thereof.

NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as an inducement to the Company to enter into the Merger Agreement with Parent and Merger Subsidiary, the Guarantors hereby consent and agree as follows:

AGREEMENT

SECTION 1. Limited Guarantee.

(a) Subject to the terms and conditions contained herein (including the Cap set forth in Section 1(b) below), VCIV, intending to be legally bound, hereby severally (and not jointly), and VEIII, intending to be legally bound, hereby severally (and not jointly), absolutely, irrevocably and unconditionally guarantees, in accordance with such Guarantor’s Pro Rata Portion (defined below), as a primary obligor and not merely as a surety, to the Company the due, punctual and complete discharge of the payment obligations of Parent under Section 11.04(c) of the Merger Agreement, but (in all events) subject to the limitations of the Merger Agreement (collectively, the “Obligation”). All payments hereunder shall be made in lawful money of the United States, by wire transfer of immediately available funds to an account designated by the Company. For purposes of this Limited Guarantee, “Pro Rata Portion” means, for each Guarantor, the percentage set forth opposite such Guarantor’s name on Schedule A hereto.

(b) Notwithstanding anything to the contrary contained herein, the Guarantors’ maximum liability under this Limited Guarantee in respect of the Obligation or otherwise arising out of or relating to the transactions contemplated by the Merger Agreement (the “Contemplated Transactions”) (irrespective of the form of the claim or action, whether in contract, tort or otherwise) shall be limited to monetary damages not in excess of $6,300,000 (the “Cap”); provided, that each Guarantor’s maximum liability under this Limited Guarantee in respect of the Obligations or otherwise arising out of or relating to the Contemplated


Transactions (irrespective of the form of the claim or action, whether in contract, tort or otherwise) shall be limited to monetary damages not in excess of such Guarantor’s Pro Rata Portion of the Cap. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

SECTION 2. Nature of Limited Guarantee. During the term hereof, this Limited Guarantee is an unconditional, irrevocable and continuing guarantee of payment (and not of collection) and the Obligation to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The Obligation hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Subsidiary or any other Person interested in the Contemplated Transactions, (b) the addition, substitution or release of any Person interested in the Contemplated Transactions, (c) any change in the corporate existence, structure or ownership of Parent, Merger Subsidiary or any other Person interested in the Contemplated Transactions, (d) the existence of any bankruptcy, insolvency, reorganization or similar proceedings affecting Parent, Merger Subsidiary or any other Person interested in the Contemplated Transactions, or (e) any change in the Applicable Laws of any jurisdiction. Notwithstanding the foregoing, (i) any failure of a condition contained in the Merger Agreement or of the Company to comply with the Merger Agreement (whether such breach results from fraud, misrepresentation or otherwise) that would relieve Parent or Merger Subsidiary of its obligations under Section 11.04(c) the Merger Agreement shall likewise relieve Guarantors of their obligations hereunder and (ii) the Guarantors shall be entitled to the benefit of any defenses, limitations, caps or disclaimers of damages that may be available to Parent or Merger Subsidiary under the Merger Agreement.

SECTION 3. Certain Waivers and Acknowledgments.

(a) To the fullest extent permitted by Applicable Laws, the Guarantors hereby expressly and unconditionally waive any and all rights or defenses arising by reason of any Applicable Laws which would otherwise require any election of remedies by the Company, promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (other than notices to Parent or Merger Subsidiary pursuant to the Merger Agreement or this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium, Applicable Laws or other similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Subsidiary or any other Person interested in the Contemplated Transactions and all suretyship defenses generally (other than: (i) fraud or willful misconduct by the Company or any of its subsidiaries or Affiliates, (ii) defenses to the payment of the Obligation under the Merger Agreement that are available to Parent or Merger Subsidiary or (iii) breach by the Company of this Limited Guarantee).

(b) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Contemplated Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

 

2


SECTION 4. No Waiver; Exclusive Remedy.

(a) No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. The Company shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Company’s rights against, the Parent or any other Person liable for the Obligation prior to proceeding against any Guarantor hereunder.

(b) The Company’s remedies against a Guarantor (including the right to seek specific performance of obligations under the Equity Commitment Letter) shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against such Guarantor and/or any Guarantor Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the Contemplated Transactions. As used herein, the term “Guarantor Non-Recourse Party” shall mean any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of a Guarantor or any Affiliate thereof or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, other equity holder, controlling person or assignee of any of the foregoing; provided, however, that for the avoidance of doubt, Parent and Merger Subsidiary shall be excluded from the definition of (and shall not, in any event be deemed to be a) Guarantor Non-Recourse Party.

SECTION 5. Representations and Warranties. Each Guarantor hereby represents and warrants that:

(a) the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action and do not (i) contravene any provision of the Guarantor’s partnership agreement or similar organizational documents or (ii) violate, in any material respect, any Applicable Laws or contractual restriction binding on the Guarantor or its assets that would impair in any material respect the Guarantor’s obligations under this Limited Guarantee;

(b) except as set forth in the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Limited Guarantee;

(c) this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and

 

3


(d) such Guarantor has the financial capacity to pay its Pro-Rata Portion of the Cap to pay and perform its obligations under this Limited Guarantee, and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guarantee shall be available to such Guarantor for so long as this Limited Guarantee shall remain in effect.

SECTION 6. Successors and Assigns.

(a) Subject to the provisions of Section 6(b), this Limited Guarantee shall inure to the benefit of the successors or permitted assigns of the parties who shall have, to the extent of their interests, the rights of the assigning party hereunder.

(b) This Limited Guarantee is binding upon the parties’ successors and assigns. No Guarantor shall assign its obligations hereunder to any other Person without the prior written consent of the Company. The Company shall not assign this Limited Guarantee (or its rights or obligations hereunder) to any other Person without the prior written consent of the Guarantors. Any purported assignment in violation of this provision shall be void.

SECTION 7. Notices. All notices and other communications under this Limited Guarantee shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by facsimile (with written confirmation of transmission), or (c) one (1) Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other parties pursuant to this provision):

If to the Guarantors, to:

Vector Capital IV International, L.P.

Vector Entrepreneur Fund III, L.P.

One Market Street

Steuart Tower, 23rd Floor

San Francisco, CA 94105

Attention: Chief Operating Officer

Facsimile: (415) 293-5100

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

Four Embarcadero Center, Suite 3800

San Francisco, CA 94111

Attention: Steve L. Camahort and Jeffrey C. Wolf

Facsimile: (415) 616-1199

If to the Company, to:

ChyronHego Corporation

5 Hub Drive

Melville, NY 11747

Attention: Head of Special Committee

Facsimile: (303) 322-5800

 

4


with a copy (which shall not constitute notice) to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Chrysler Center

666 Third Avenue

New York, NY 10017

Attention: Daniel I. DeWolf and Megan N. Gates

Facsimile: (212) 983-3115

SECTION 8. Continuing Guarantee; Enforcement. This Limited Guarantee shall remain in full force and effect and shall be binding on each of the Guarantors and its respective successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms (except a termination pursuant to which Parent is obligated to make a payment pursuant to Section 11.04(c) thereof) and (iii) 180 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payment under Section 11.04(c) if the Company has not presented a claim or commenced any action for payment of any Obligation to Parent and Merger Subsidiary or the Guarantor by the end of such 180 day period. Notwithstanding the foregoing, in the event that the Company or any of its Affiliates asserts in any litigation or other proceeding that (A) the provisions of Section 1 hereof limiting the Guarantors’ liability, the provisions of this Section 8, the provisions of Section 9 or Section 10 hereof or (B) the provisions of Section 11.04(e) of the Merger Agreement limiting the liability of the Parent Related Parties are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantors, Parent, Merger Subsidiary or any Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantors under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantors have previously made any payments under this Limited Guarantee, they shall be entitled to recover such payments, and (iii) neither the Guarantors, Parent, Merger Subsidiary or any Guarantor Non-Recourse Party shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however that if any Guarantor or any of its respective Affiliates shall institute any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Company prevails in such litigation or proceeding, such Guarantor shall pay on demand all reasonable fees and out-of-pocket expenses of the Company in connection with such litigation or proceeding.

SECTION 9. No Recourse. The Company covenants, agrees and acknowledges that the sole asset (other than cash in a de minimus amount and rights under the Merger Agreement and under the Debt Commitment Letters and the Equity Commitment Letter and the agreements contemplated thereby) of Parent is ownership of the capital stock of Merger Subsidiary and that Merger Subsidiary has no assets, and that no additional funds are expected to

 

5


be paid, lent or contributed to Parent or Merger Subsidiary unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith and that, notwithstanding the fact that the Guarantors are limited partnerships, the Company, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than the Guarantors shall have any obligation hereunder and that no recourse or right of recovery hereunder or under any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no liability shall be attached to, any Guarantor Non-Recourse Party, through Parent, Merger Subsidiary or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Subsidiary against any Guarantor Non-Recourse Party, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Applicable Laws, or otherwise. Recourse against the Guarantors under this Limited Guarantee and the ability to seek specific performance of the obligations under the Equity Commitment Letter shall be the exclusive remedy of the Company and its Affiliates against the Guarantors, Parent, Merger Subsidiary and any Guarantor Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantors, Parent, Merger Subsidiary or any Guarantor Non-Recourse Party (except for claims against the Guarantors under this Limited Guarantee, subject to the limitations described herein, claims for specific performance under the Equity Commitment Letter and claims seeking specific performance pursuant to Section 11.13 of the Merger Agreement).

SECTION 10. Release. By its acceptance of this Limited Guarantee, the Company hereby covenants and agrees that (1) neither the Company nor any of its Subsidiaries or Affiliates, and the Company agrees to the maximum extent permitted by law, none of its officers, directors, security holders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement, or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right it, to the maximum extent permitted by law, hereby waives (on its own behalf and on behalf of each of the aforementioned Persons) each and every such right against, and hereby releases, the Guarantors, Parent, Merger Subsidiary and each Guarantor Non-Recourse Party from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Subsidiary or any other Person against any Guarantors, or otherwise under any theory of law or equity, other than claims against the Guarantors pursuant to this Limited Guarantee (subject to the limitations described herein) and claims seeking specific performance under the Equity Commitment Letter; and (2) recourse against the Guarantors under this Limited Guarantee (and subject to the limitations described herein) and claims seeking specific performance under the Equity Commitment Letter shall be the sole and exclusive remedy of the Company. The Company acknowledges the Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 10. This Section 10 shall survive termination of the Limited Guarantee.

 

6


SECTION 11. Governing Law; Jurisdiction; Service of Process.

(a) This Limited Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

(b) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Limited Guarantee or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in any federal or state court located in the Borough of Manhattan, New York City, State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7 shall be deemed effective service of process on such party.

SECTION 12. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Limited Guarantee or any of the transactions contemplated hereby.

SECTION 13. Reformation. If any term or other provision of this Limited Guarantee is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Limited Guarantee shall nevertheless remain in full force and effect. No party hereto shall assert, and each party shall cause its respective Affiliates not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 14. Entire Agreement; Amendments. This Limited Guarantee constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Company and the Guarantor in writing.

SECTION 15. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

 

7


SECTION 16. No Third Party Beneficiaries. Nothing set forth in this Limited Guarantee shall be construed to confer upon or give to any Person other than the Company any rights or remedies under or by reason of this Limited Guarantee or to confer upon or give to any Person any rights or remedies against any Person other than the Guarantor under or by reason of this Limited Guarantee.

SECTION 17. Counterparts. The exchange of a fully executed Limited Guarantee (in counterparts or otherwise) by facsimile shall be sufficient to bind the parties to the terms and conditions of this Limited Guarantee.

[Remainder of Page Intentionally Left Blank]

 

8


IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be duly executed and delivered as of the date first written above.

 

Vector Capital IV International, L.P.
By:   Vector Capital Partners IV, L.P.,
  its general partner
By:   Vector Capital, L.L.C.,
  its general partner
By:  

/s/ David Baylor

Name:   David Baylor
Title:   Chief Operating Officer
By:   Vector Capital, Ltd.,
  its general partner
By:  

/s/ David Baylor

Name:   David Baylor
Title:   Director
Vector Entrepreneur Fund III, L.P.
By:   Vector Capital Partners III, L.P.,
  its general partner
By:   Vector Capital, L.L.C.,
  its general partner
By:  

/s/ David Baylor

Name:   David Baylor
Title:   Chief Operating Officer
By:   Vector Capital, Ltd.,
  its general partner
By:  

/s/ David Baylor

Name:   David Baylor
Title:   Director

Signature Page to Limited Guarantee


CHYRONHEGO CORPORATION
By:  

/s/ Roger L. Ogden

  Name: Roger L. Ogden
  Title: Chairman of the Board

Signature Page to Limited Guarantee


Schedule A

List of Investors

 

Investor    Pro Rata Portion  

Vector Capital IV International, L.P.

     98.2

Vector Entrepreneur Fund III, L.P.

     1.2