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12. Members’ Equity (Predecessor)
The limited liability company agreement (Operating Agreement) entered into in August 2007 in connection with the acquisition of Thermon set forth that ownership interests were comprised of Class A Units for investors and a series of Class P Units as profits interest units. The Operating Agreement set forth the terms of ownership and how the profits, losses and gains were allocated to the capital accounts of its members. The timing and aggregate amount of distributions to unit holders were determined at the sole discretion of the Board of Managers. Only Class A Units were voting units. Unless specifically agreed, holders of the Company’s ownership interest had no liability for the Company’s obligations.
Units were not transferable, except in limited circumstances as set out in the Operating Agreement.
Class P Units were additionally subject to the terms of the certificate documenting the award, including vesting and repurchase rights at the lower of original cost of fair market value upon separation of service.
In the event of a change of control transactions, Class A Units received all distributions until capital was returned. Then, Class P units received all distributions until their capital was returned. Thereafter, Class A Units and Class P-1 Units participated until two times capital was returned. Thereafter, Class A Units and Class P-1 and P-2 Units participated until three times capital was returned. Thereafter, Class A Units and Class P-1, P-2 and P-3 Units participated until four times capital was returned. Thereafter all Units participated. In February 2008, certain members of management were issued 6,630 restricted and unvested Class P series units for $7 in cash. These units vested at a rate of 20% at each anniversary of the grant through February 2013, and were exercisable in the event of a change in control transaction. The following table summarizes activity in Member units by class during the fiscal year ended March 31, 2010.
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|
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Shares
Outstanding
March 31,
2009
|
|
Shares
Forfeited
|
|
Shares
Outstanding
March 31,
2010
|
|
Shares
Vested
March 31,
2010
|
|
Available for
Issuance
March 31,
2010
|
|
|
Class A Units
|
|
47,205
|
|
—
|
|
47,205
|
|
—
|
|
—
|
|
|
Class P1 Units
|
|
2,319
|
|
—
|
|
2,319
|
|
929
|
|
1,508
|
|
|
Class P2 Units
|
|
858
|
|
—
|
|
858
|
|
343
|
|
560
|
|
|
Class P3 Units
|
|
906
|
|
—
|
|
906
|
|
363
|
|
593
|
|
|
Class P4 Units
|
|
965
|
|
—
|
|
965
|
|
385
|
|
622
|
|
|
Total P Units
|
|
5,048
|
|
—
|
|
5,048
|
|
2,020
|
|
3,283
|
|
|
Total
|
|
52,253
|
|
—
|
|
52,253
|
|
2,020
|
|
3,283
|
|
With the close of the CHS Transactions, all A units and all vested P Units were liquidated through cash distributions to their respective holders.
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