☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
CAI INTERNATIONAL, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | (i) Common Stock, par value $0.0001 per share, of CAI International, Inc.; 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share, of CAI International, Inc. (the “Series A Preferred Stock”); and (iii) 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share, of CAI International, Inc. (the “Series B Preferred Stock”). | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | As of July 6, 2021: (i) 17,357,549 shares of common stock issued and outstanding (including 20,433 shares of common stock that are unvested outstanding restricted stock awards); (ii) 2,199,610 shares of Series A Preferred Stock that will be converted into the right to receive a liquidation preference consisting of $25.00 per share, plus accrued and unpaid dividends; (iii) 1,955,000 shares of Series B Preferred Stock that will be converted into the right to receive a liquidation preference consisting of $25.00 per share, plus accrued and unpaid dividends; (iv) 168,151 shares of common stock issuable pursuant to outstanding awards of stock options with an exercise price below $56.00 per share; (v) 90,697 shares of common stock issuable pursuant to outstanding awards of restricted stock units (the “RSUs”); and (vi) 52,930 shares of common stock issuable pursuant to outstanding awards of performance-based restricted stock units (assuming target achievement of all performance-based vesting criteria) (the “PRSUs”). | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | Solely for the purposes of calculating the filing fee, the maximum aggregate value of the transaction was determined based upon the sum of: (i) 17,357,549 shares of common stock (including 20,433 shares of common stock that are unvested outstanding restricted stock awards) multiplied by $56.00 per share; (ii) 2,199,610 shares of Series A Preferred Stock multiplied by $25.0289 (consisting of the liquidation preference of $25.00 per share, plus $0.0289 per share of accrued and unpaid dividends on such Series A Preferred Stock as of July 6, 2021); (iii) 1,955,000 shares of Series B Preferred Stock multiplied by $25.0289 (consisting of the liquidation preference of $25.00 per share, plus $0.0289 per share of accrued and unpaid dividends on such Series B Preferred Stock as of July 6, 2021); (iv) 168,151 shares of common stock issuable pursuant to outstanding awards of stock options with an exercise price below $56.00 per share, multiplied by $38.11 per share (which is the difference between $56.00 and the weighted average per share exercise price of such stock options); (v) 90,697 shares of common stock issuable pursuant to outstanding awards of RSUs multiplied by $56.00; and (vi) 52,930 shares of common stock issuable pursuant to outstanding awards of PRSUs (assuming target achievement of all performance-based vesting criteria) multiplied by $56.00. | ||
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| | | | In accordance with Exchange Act Rule 0-11, as amended, the filing fee of $118,969.13 was determined by multiplying the proposed maximum aggregate value of the transaction of $1,090,459,408.84 by 0.0001091. | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | $1,090,459,408.84 | ||
| | (5) | | | Total fee paid: | |
| | | | $118,969.13 | ||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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