AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 12th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of April 5, 2012, by and among Peak Holding Corp., a Delaware corporation (“Parent”), Peak Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Comverge, Inc., a Delaware corporation (the “Company”).
Comverge, Inc. Letterhead]Merger Agreement • April 12th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
On behalf of the Board of Directors of Comverge, Inc. (the “Company”), we are pleased to inform you that on March 26, 2012, the Company entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by Peak Holding Corp, a Delaware corporation (“Parent”) and Peak Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are both affiliates of and controlled by H.I.G. Capital, LLC, a Delaware limited liability company. Pursuant to the terms of the Merger Agreement, Purchaser today commenced a tender offer to purchase all of the outstanding shares of the Company’s common stock (the “Shares”), for $1.75 per Share in cash, without interest and less any required withholding taxes (the “Offer”). Neither the Offer nor the Merger (defined below) is subject to a financing condition.
MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 12th, 2012 • Comverge, Inc. • Auto controls for regulating residential & comml environments
This Modification to Loan and Security Agreement (this “Amendment”) is entered into as of April 3, 2012, by and among GRACE BAY HOLDINGS II, LLC (“Grace Bay”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a Delaware limited liability company (“Giants”), PUBLIC ENERGY SOLUTIONS, LLC, a New Jersey limited liability company (“PES”), PUBLIC ENERGY SOLUTIONS NY, LLC, a Delaware limited liability company (“PES-NY”), CLEAN POWER MARKETS, INC., a Pennsylvania corporation (“CPM”) and ALTERNATIVE ENERGY RESOURCES, INC. a Delaware corporation (“AER”; and together with Comverge, Enerwise, Giants, PES, PES-NY and CPM, each a “Borrower” and individually, collectively, jointly and severally, as “Borrowers”).
