| Summary of Authorized and Outstanding Equity |
Silvercrest has the
following authorized and outstanding equity:
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Shares at June 30,
2013 |
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Authorized |
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Outstanding |
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Voting
Rights |
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Economic
Rights
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Common
shares
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Class A, par value
$0.01 per share
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50,000,000 |
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4,790,694 |
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1 vote per share (1) |
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All (1) |
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Class B, par value $0.01
per share
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25,000,000 |
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6,459,316 |
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1 vote per
share (2),(3) |
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None (2), (3) |
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Preferred
shares
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Preferred stock, par value
$0.01 per share
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10,000,000 |
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— |
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See footnote (4)
below |
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See footnote (4)
below |
| (1) |
Each share of Class A
common stock is entitled to one vote per share. Class A common
stockholders have 100% of the rights of all classes of
Silvercrest’s capital stock to receive dividends. |
| (2) |
Each share of Class B
common stock is entitled to one vote per share. |
| (3) |
Each Class B unit held by a
principal is exchangeable for one share of Class A common
stock. The principals collectively hold 6,459,316 Class B units,
which represents the right to receive their proportionate share of
the distributions made by SLP and 191,828 deferred equity units
exercisable for Class B units, which represents the right to
receive additional proportions of the distributions made by SLP.
The 191,828 deferred equity units which have been issued to our
principals entitle the holders thereof to participate in
distributions from SLP as if the underlying Class B units are
outstanding and thus are taken into account to determine the
economic interest of each holder of units in SLP. However, because
the Class B units underlying the deferred equity units have not
been issued and are not deemed outstanding, the holders of deferred
equity units have no voting rights with respect to those Class B
units. Silvercrest will not issue shares of Class B common stock in
respect of deferred equity units of SLP until such time that the
underlying Class B units are issued. |
| (4) |
Silvercrest’s board
of directors has the authority to issue preferred stock in one or
more classes or series and to fix the rights, preferences,
privileges and related restrictions, including dividend rights,
dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the
number of shares constituting any class or series, or the
designation of the class or series, without the approval of its
stockholders. |
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