request for a meeting and a meeting among Messrs. Garcia, Timothy Page, the Company’s then-current Chief Financial Officer and current President, Chief Executive Officer and director, Yasuno, and Toshio Oka, Executive Officer and General Manager of Parent, was subsequently scheduled for October 9, 2019.
On September 13, 2019, the chief executive officer of Party A contacted Mr. Garcia stating that he wanted to discuss combining the Company and Party A, and wanted to share his thoughts on benefits, potential structure and value. A meeting was scheduled for October 1, 2019, and then rescheduled for November 13, 2019, with Mr. Remington and Andrew Ogawa, a member of the Board.
On September 15, 2019, the chief executive officer of Party A accepted Mr. Garcia’s invitation for a meeting and said that he would be joined by Party A’s lead independent director.
On September 17, 2019, the Board held a telephonic meeting, which was also attended by Company management, and a representative of Perkins Coie, Centerview and Joele Frank. The Board discussed the need to take an additional impairment charge on the Company’s rail business assets due to continued deterioration of the railcar business and underlying value of the railcar assets.
Between September 23, 2019 and September 26, 2019, members of the Board other than Mr. Garcia (the “Non-Executive Directors”) held several meetings, certain of which were attended by representatives of Centerview, Perkins Coie and Potter Anderson. Mr. Garcia was excluded from these meetings due to the conflicts of interest raised by the MBO Activities. During such meetings, among other things, the Non-Employee Directors discussed the advantages and disadvantages of public announcement of the retention of Centerview as a strategic advisor, and/or the exploration of strategic alternatives, as well as the aforementioned communications from activist stockholders.
On September 28, 2019, Mr. Garcia sent an email to Mr. Yasuno, inviting Mr. Yasuno and Mr. Oka to dinner after their scheduled meeting on October 9, 2019, which was accepted by Mr. Yasuno on September 29, 2019.
On September 30, 2019, the Non-Executive Directors met with Mr. Garcia to discuss the MBO Activities.
On October 9, 2019, the Non-Executive Directors held a telephonic meeting, which was also attended by a representative of Perkins Coie. At this meeting, the Non-Executive Directors decided that it was in the best interest of the Company and its stockholders to form a special committee of the Board to insulate the strategic alternatives process from any participation by Mr. Garcia. All members of the Board (other than Mr. Garcia) were appointed to the special committee (the “Special Committee”).
Subsequently, on October 9, 2019, Mr. Garcia and Mr. Page met and subsequently had dinner with Mr. Yasuno and Mr. Oka of Parent, at which meeting Mr. Yasuno and Mr. Oka expressed interest in a potential acquisition of the Company.
Later, on October 10, 2019, Mr. Garcia emailed Mr. Remington that he and Mr. Page had a meeting, followed by dinner, with Mr. Yasuno and Mr. Oka. Mr. Garcia noted that this would be a normal visit to catch up, since Mr. Yasuno and Mr. Oka were going to be in San Francisco, California in connection with visiting a San Francisco-based aircraft lessor that Parent owned. Mr. Garcia said that Mr. Yasuno and Mr. Oka expressed interest in the Company’s rail business and mentioned that Parent might be interested in combining the Company and Beacon. Mr. Garcia also reported that he thanked Mr. Yasuno and Mr. Oka for their interest and duly noted their comment.
On October 11, 2019, Mr. Garcia advised Mr. Remington via email that he had received a call from another potential strategic buyer (“Party B”).
On October 14, 2019, the Non-Executive Directors met with Mr. Garcia to deliver a written “walling off” protocol to separate Mr. Garcia from all matters relating to the strategic alternatives process due to the MBO Activities.
Also, on October 29, 2019, the Company issued a press release reporting its financial results for the third quarter of 2019. The Company’s common stock closed trading at $24.22 per share on the NYSE.
On October 30, 2019, Mr. Remington and John Williford, a member of the Board, met with two representatives of Party B at Perkins Coie’s offices in San Francisco, California. At the meeting, Party B submitted a non-binding