Sirius XM Holdings Inc. Merger Agreement (Notes) |
9 Months Ended |
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Sep. 30, 2018 | |
| Business Combinations [Abstract] | |
| Sirius XM Holdings Inc. Merger Agreement |
Sirius XM Holdings Inc. Merger Agreement
On September 23, 2018, we entered in to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Sirius XM Holdings Inc. ("Sirius XM"), a Delaware corporation, and White Oaks Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sirius XM. Subject to the terms and conditions set forth in the Merger Agreement, the Company will be acquired by and become a wholly owned subsidiary of Sirius XM (the "Merger"). On the date the Merger is effected, (i) all of our common stock issued and outstanding immediately prior to the effective date of the Merger will be converted into the right to receive validly issued, fully paid and non-assessable shares of Sirius XM common stock at an exchange ratio of 1.44 and (ii) all of our Redeemable Convertible Preferred Stock will be canceled without consideration.
Pursuant to the Merger Agreement, on October 24, 2018, the "go-shop" period expired. On October 24, 2018, we announced and informed Sirius XM that we had actively solicited alternative acquisition proposals during the "go-shop" period from potential acquirers. During such time, none of these parties executed a confidentiality agreement or otherwise expressed an interest in pursuing a transaction and no other party proposed an alternative transaction. We are now subject to customary "no-shop" provisions that limit our ability to solicit alternative acquisition proposals, subject to customary provisions.
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