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Actionable news in HILL: Dot Hill Systems Corporation,

Termination of a Material Definitive

On October6, 2015, in connection with the completion of the Offer (as such term is defined below) and the Merger (as such term is defined below), the Company (i)repaid in full all outstanding amounts due in connection with the Loan and Security Agreement, dated as of July21, 2008 (as further amended, amended and restated, modified or supplemented through the date hereof, the

Loan Agreement

), by and between the Company and Silicon Valley Bank and (ii)terminated all commitments under the Loan Agreement.

Item2.01

Completion of Acquisition or Disposition of Assets.

In accordance with the terms of the Acquisition Agreement, on September1, 2015, Merger Sub commenced a tender offer to acquire all of the outstanding shares of common stock of the Comp any, $0.001 par value per share (the

Shares

), at a purchase price of $9.75per Share in cash (the

Offer Price

), without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September1, 2015 (together with any amendments or supplements thereto, the

Offer to Purchase

) and the related Letter of Transmittal (together with any amendments or supplements thereto and, together with the Offer to Purchase, the

Offer

).

The Offer expired at 12:01 A.M. (Eastern Time) on October6, 2015 and later on October6, 2015, Parent announced the completion of the Offer. Parent and Merger Sub were advised by American Stock Transfer& Trust Company, LLC, the depositary for the Offer (the

Depositary

) that, as of the expiration of the Offer, a total of 51,654,820 Shares had been validly tendered into and not withdrawn pursuant to the Offer, representing approximately 81.13% of the outstanding Shares as of 12:01 A.M. (Eastern Time) on October6, 2015. Additionally, the Depositary advised Parent and Merger Sub that an additional 4,533,833 Shares had been tendered by notice of guaranteed delivery, representing approximately 7.12% of the outstanding Shares at such time. The aggregate number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Condition described in the Acquisition Agreement.All conditions to the Offer having been satisfied, Merger Sub accepted for payment all Shares validly tendered into the Offer and not properly withdrawn.

On October6, 2015, following the completion of the Offer and the acceptance by Merger Sub of the Shares validly tendered and not properly withdrawn thereunder, Merger Sub merged with and into the Company (the

Merger

), whereby the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the

Surviving Corporation

). The Merger was effected without the affirmative vote of the Company stockholders pursuant to Section251(h)of the Delaware General Corporation Law (the

DGCL

). At the effective time of the Merger (the

Effective Time

), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than Shares owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent, Merger Sub, or the Company (the

Canceled Company Shares

) and Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section262 of the DGCL (such Shares, the

Dissenting Company Shares

)) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price, net to the holder in cash, without interest thereon and less any applicable U.S. federal withholding, back-up withholding or other applicable tax withholdings (the

Merger Consideration

).

Each Company stock option that was outstanding, unvested and held by an employee or service provider who continued such service with Parent, the Company or their respective subsidiaries, subject to certain conditions (each such option, a

Continuing Option

), at the Effective Time was assumed by Seagate Technology PLC (

Ultimate Parent

) and continued to have and be subject to the same terms and conditions of such...


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