0000899243-17-004004.txt : 20170214
0000899243-17-004004.hdr.sgml : 20170214
20170214174006
ACCESSION NUMBER: 0000899243-17-004004
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170210
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170214
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inteliquent, Inc.
CENTRAL INDEX KEY: 0001292653
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 550 WEST ADAMS ST
STREET 2: 9TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60661
BUSINESS PHONE: 312-384-8040
MAIL ADDRESS:
STREET 1: 550 WEST ADAMS ST
STREET 2: 9TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60661
FORMER COMPANY:
FORMER CONFORMED NAME: Inteliquent Inc
DATE OF NAME CHANGE: 20130628
FORMER COMPANY:
FORMER CONFORMED NAME: Neutral Tandem Inc
DATE OF NAME CHANGE: 20040603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BULLOCK JOHN T.
CENTRAL INDEX KEY: 0001634163
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33778
FILM NUMBER: 17611083
MAIL ADDRESS:
STREET 1: C/O INTELIQUENT, INC.
STREET 2: 550 W. ADAMS STREET, SUITE 900
CITY: CHICAGO
STATE: IL
ZIP: 60661
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-02-10
1
0001292653
Inteliquent, Inc.
IQNT
0001634163
BULLOCK JOHN T.
550 W ADAMS
STE 900
CHICAGO
IL
60661
0
1
0
0
CTO & EVP
Common Stock, par value $0.001 per share
2017-02-10
4
D
0
41746
23.00
D
4348
D
Common Stock, par value $0.001 per share
2017-02-10
4
J
0
4348
23.00
D
0
D
Employee Stock Option (right to purchase)
21.81
2017-02-10
4
D
0
35000
1.19
D
2019-08-26
Common Stock
35000
0
D
Employee Stock Option (right to purchase)
2.67
2017-02-10
4
D
0
26088
20.33
D
2023-03-15
Common Stock
26088
0
D
Employee Stock Option (right to purchase)
13.86
2017-02-10
4
D
0
6566
9.14
D
2024-03-17
Common Stock
6566
0
D
Employee Stock Option (right to purchase)
15.49
2017-02-10
4
D
0
7154
7.51
D
2025-03-13
Common Stock
7154
0
D
Employee Stock Option (right to purchase)
16.78
2017-02-10
4
D
0
9120
6.22
D
2026-02-22
Common Stock
9120
0
D
Performance Stock Units
2017-02-10
4
D
0
5003
D
2018-03-15
Common Stock
5258
0
D
Performance Stock Units
2017-02-10
4
D
0
5959
D
2019-03-15
Common Stock
3497
0
D
On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
This amount includes 29,877 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
Pursuant to the Contribution Agreement, dated February 10, 2017 (the "Contribution Agreement"), between the reporting person and GTCR Onvoy Holdings LLC ("Holdco"), the reporting person contributed these shares to Holdco (the "Rollover") in exchange for membership units of Holdco calculated in accordance with the Contribution Agreement effective as of the Effective Time. For the purposes of the Rollover, the reporting person's shares were valued at $23.00 per share.
Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 140% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2015 through and including the closing date of the Merger compared to the total number of days in the measuring period.
(continued from footnote 5) The number in clause (A) also includes 326 shares of common stock, representing dividends paid during the measuring period.
Represents previously unvested PSUs. Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon TSR of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 183 shares of common stock, representing dividends paid during the measuring period.
/s/ Richard L. Monto, as Attorney-in-Fact for John T. Bullock
2017-02-14