SEC Form 4 · accession 0000905718-15-000497

CIG WIRELESS CORP. · CIGW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 15, 2015, CIG Wireless Corp. (the "Company") consummated the transactions (the "Merger Transactions") contemplated by the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 and May 1, 2015 (as amended, the "Merger Agreement"), by and among the Company, Vertical Steel Merger Sub Inc. and Vertical Bridge Acquisitions, LLC. The details of the Merger Transactions were previously reported in the Company's information statement on Schedule 14C, filed with the Securities and Exchange Commission on April 16, 2015, and in the supplement thereto filed with the Securities and Exchange Commission on May 8, 2015, as well as in the Company's Current Reports on Form 8-K filed with the Securities and Exchange commission on March 23, 2015, May 6, 2015 and May 15, 2015, which are collectively incorporated by reference into this Form 4.
• F2As a result of the Merger Transactions, (i) the 515,817.26 outstanding shares of the Company's Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share, of the Company (the "Series A-1 Preferred Stock") were converted into the right to receive the aggregate Series A-1 Preference Payment (as defined in the certificate of designation for the Series A-1 Preferred Stock and the Series A-2 Preferred Stock (the "Series A Certificate of Designation")), calculated at approximately $61.5 million, and (ii) the 122,098,108 outstanding shares of Series A-2 Convertible Preferred Stock, par value $0.00001 per share, of the Company (the "Series A-2 Preferred Stock") were converted into the right to receive, in the aggregate, the approximately $25.9 million portion of the consideration in the Merger Transactions remaining after the payment of the aggregate Series A-1 Preference Payment.
• F3The approximately $25.9 million payment described to the holders of the Series A-2 Preferred Stock, described in clause (ii) of Note 2, is calculated net of a $2.25 million escrow fund set aside for the benefit of participating holders, as of the date of the closing of the Merger Transactions, of the Company's common stock, par value $0.00001 per share (the "Common Stock") and the Company's Series B 6% 2012 Convertible Redeemable Preferred Stock. Such $25.9 million payment was approximately $60.5 million less than the aggregate Series A-2 Preference Payment (as defined in the Series A Certificate of Designation), calculated at approximately $86.4 million, to which the holders of the Series A-2 Preferred Stock would otherwise have been entitled pursuant to the Series A Certificate of Designation.
• F4Immediately prior to and in connection with the consummation of the Merger Transactions, Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital"), transferred all of its outstanding interests in the Series A-1 Preferred Stock and the Series A-2 Preferred Stock to Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"). Other than the 515,817.26 shares of Series A-1 Preferred Stock and 122,098,108 shares of Series A-2 Preferred Stock held by Fir Tree Capital and Fir Tree REF III immediately prior to the consummation of the Merger Transactions, no other shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock were previously issued or outstanding. Fir Tree Capital and Fir Tree REF III are under common control.
• F5Camellia Partners, LLC is the general partner of Fir Tree Capital, and Fir Tree Inc. is the investment manager of Fir Tree Capital and Fir Tree REF III; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree Inc., and Andrew Fredman, a principal of Camellia Partners, LLC, at the time of the transactions reported herein, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
• F6The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any shares of Common Stock, Series A-1 Preferred Stock or Series A-2 Preferred Stock owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1 of the Exchange Act, the Reporting Persons disclaim such beneficial ownership.
• F7Prior to their conversion in connection with the consummation of the Merger Transactions, as described in Note 1 above, shares of Series A-2 Preferred Stock were convertible on a 1-for-1 basis into shares of Common Stock.
• F8Prior to its conversion in connection with the consummation of the Merger Transactions, as described in Note 1 above, there was no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock was redeemable at the option of the holder upon certain events, as set forth in the Series A Certificate of Designation.

Remarks

In connection with the consummation of the Merger Transactions, Fir Tree Capital and Fir Tree REF III ceased to own any Series A-1 Preferred Stock or Series A-2 Preferred Stock. As a result, the Reporting Persons are no longer subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended, with respect to the equity securities of the Company.