Notes:

Originally posted in the forum under the Gander Mountain going private announcement thread.

Source of funds: "The funding for the cash payment for the fractional shares described above will be provided by our two largest shareholders, Gratco LLC and Holiday Stationstores, Inc. On September 27, 2009, we entered into a separate funding and indemnification agreement with each of Holiday Stationstores and Gratco pursuant to which each of Holiday Stationstores and Gratco agreed to provide the funding for the payments to holders of fractional shares. Gratco is an affiliate of our chairman and chief executive officer, David Pratt, and Holiday Stationstores is an affiliate of our Ronald Erickson, our vice chairman, and Gerald Erickson, one of our directors."

Insiders: Gratco is an affiliate of Gander Mountain’s chairman and interim CEO David Pratt, and Holiday Stationstores Inc. is an affiliate of both Ronald Erickson, Gander Mountain’s vice chairman, and Gerald Erickson, a director of the company.

Vote: "Under Minnesota law, Gander Mountain’s board may amend its articles of incorporation to conduct the stock splits without the approval of the company’s shareholders, therefore it is not seeking the approval of the going-private transaction from our shareholders."

Notes:

10/22/2009 - DealBook reports, Weak Points of Sun Deal Come Out in Europe.

From FT.com Oracle braced for EU objection on Sun deal on 11/3/2009

"The European Commission last blocked a US merger when it intervened in General Electric’s proposed purchase of Honeywell in 2001, causing a transatlantic row...

The Commission rarely blocks deals outright. Between 1994 and 2003, the European commission blocked 21 mergers out of the 2,157 notified – an average rate of 1 per cent a year. Between 2004 and 2008, only two of the 1,665 deals notified have been barred...

Brussels has blocked only two proposed mergers since 2004, both of them involving European companies."

Notes:

Source of funds: "We will need $5,546,810.50 to purchase all Shares not currently owned by us in the Offer and an additional approximately $256,000 to pay related fees and expenses. We intend to fund the Offer with our cash on hand, which includes cash and cash equivalents. Our cash and cash equivalents will provide adequate financial resources to enable us to make all payments under the Offer. The Offer is not conditioned on securing financing from any other sources." 

Notes:

The tender is for both A and B class shares. The ticker for the A class is CTMMA.PK and B is CTMMB.PK.

Odd Lot Preference: Upon the terms and subject to the conditions of the Offer, we will accept for payment, without proration, all shares validly tendered on or prior to the Expiration Date by or on behalf of stockholders who beneficially held, as of the close of business on November 17, 2009, and continue to own beneficially as of the Expiration Date, fewer than 100 shares of Class A common stock or fewer than 100 shares of Class B common stock (“Odd Lot Owners”). However, to avoid proration, an Odd Lot Owner must validly tender all shares of the relevant class of shares that the Odd Lot Owner beneficially owns. Partial tenders of Odd Lots will not qualify for this preference.

Source of Funds: "We plan to obtain the funds needed for the Offer from cash on hand. We will not borrow any of the funds needed to complete the Offer."

Notes:

EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2009, UNLESS WE EXTEND THE DEADLINE

Insiders: OSG and its affiliates currently own 8,000,435 (53.3%) of the outstanding Units.

Conditions: The Offer is conditioned upon, among other things, more than 4,003,166 Units being validly tendered and not withdrawn. We will not waive this condition. The Offer is also subject to certain other conditions, which may be waived by us, including the absence of competing tender offers and the absence of certain changes in the financial markets.

Source of Funds: "We expect that approximately $72 million will be required to purchase all of the Units that we are seeking in the Offer exclusive of fees and expenses... We have sufficient cash on hand to acquire all Units tendered pursuant to these offers. As of June 30, 2009, we had approximately $571 million of cash on hand."

Notes:

The company will provide for the reclassification of shares (the “Reclassification”) of their common stock held by each shareholder of record, as reflected on the books of the Company, of fewer than 2,000 shares of common stock into newly designated shares of Series AAA Preferred Stock, on the basis of one share of Series AAA Preferred Stock for each share of common stock held by such shareholder (such amendment subject to shareholder vote, together with an amendment establishing the terms of the Series AAA Preferred Stock, collectively, the "Articles of Amendment"). All other shares of common stock will remain outstanding and be unaffected by the Reclassification. No cash will be paid to shareholders as consideration for their shares—only shares of Series AAA Preferred Stock will be issued. Dissenters’ rights are available, however, and shareholders who exercise those rights as described in the enclosed proxy statement will be entitled to receive cash for their shares.

The Series AAA Preferred Stock has a liquidation value of $16.24 per share.