Subsequent Event

9 Months Ended

Sep. 30, 2011

Subsequent Event

Subsequent Event

16. Subsequent Event

On October 2, 2011, the Company entered into an Agreement and Plan of Merger, or Merger Agreement, with Jaguar Holdings, LLC, or Parent, and Jaguar Merger Sub, Inc., a wholly-owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company. At the effective time of the merger, each outstanding share of the Company's common stock (other than (i) shares owned by Parent, Merger Sub, the Company or any of their respective subsidiaries, (ii) equity awards previously agreed to roll over in the merger and (iii) shares owned by shareholders who have perfected appraisal pursuant to Article 13 of the North Carolina Business Corporation Act) shall be automatically cancelled and converted into the right to receive $33.25 in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result, the Company will become a wholly-owned subsidiary of Parent and the Company's common stock will cease to be publicly traded. Parent and Merger Sub were formed by affiliates of The Carlyle Group and affiliates of Hellman & Friedman LLC.

The closing of the merger transaction is subject to normal and customary conditions, including approval by the Company's shareholders. Contingent upon the closing of the merger, the Company will be obligated to pay a financial advisor fee in connection with the merger of approximately $22.5 million. The Company expects the merger to close during the fourth quarter of 2011. However, the Merger Agreement may be terminated and the merger abandoned at any time prior to the effective time of the merger. If the Merger Agreement is terminated, the Company may be obligated to pay a termination fee of $58.1 million or $116.2 million, depending on the basis of the termination.

The Company has been notified of putative shareholder class action lawsuits by persons alleging to be shareholders of the Company, individually and on behalf of all others similarly situated, against the Company, the Sponsors, and each of the directors of the Company, seeking damages in unspecified amounts and injunctive relief. These lawsuits are alleging that the directors breached their fiduciary duties in entering into the Merger Agreement with Sponsors.

Additional similar lawsuits might arise. The Company and its board of directors believe these lawsuits are without merit and intend to vigorously defend them.