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Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

Note 16 – Subsequent Events


On February 25, 2015, D4 Holdings sent a letter to our board of directors that indicated that within three to four weeks of the date of the letter D4 Holdings intended to initiate a tender offer to purchase all of the outstanding shares of our common stock not owned by D4 Holdings at a purchase price of $0.01 per share in cash. D4 Holdings stated that it is not willing to enter into further forbearance arrangements with us or to provide us additional financing. Finally, D4 Holdings indicated that, in its capacity as majority stockholder of our company, it is presently not interested in either selling its shares or voting in favor of any alternative transaction, including a merger of sale of our assets or business or similar transaction.

 

On March 26, 2015 D4 Holdings sent a letter to our board of directors that indicated that D4 Holdings withdraws its previous offer and instead proposes to acquire us through a merger of our company with a newly-formed acquisition subsidiary of D4 Holdings. The transaction will be structured as a stock purchase, pursuant to which D4 Holdings will purchase all of the outstanding shares of our common stock not owned by D4 Holdings. D4 Holdings restated its previous offer of $0.01 per share, to be paid in cash from its own funds, and accordingly there will be no financing contingency. In addition, D4 Holdings will assume all of our outstanding debt, currently valued at approximately $7.9 million.

 

The completion of the transaction will be conditioned upon, among other things, approval by a special committee of our board of directors consisting of independent directors. If the transaction is completed, our common stock will no longer be registered under Section 12 of the Exchange Act.