Item 1.01 Entry into a Material Definitive Agreement
On
At the closing of the Acquisition, the Company will (i) hold back
The completion of the Acquisition is subject to certain conditions including,
among others, (i) the expiration or termination of the waiting period imposed by
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR");
(ii) subject to certain materiality exceptions, the representations and
warranties made by
The Company and Lucky may terminate the Purchase Agreement upon mutual written
agreement, or any party may terminate the Purchase Agreement if: (1) the other
party materially violates or breaches any covenant, representation or warranty
contained in the Purchase Agreement that has prevented the satisfaction of any
closing condition and such violation or breach has not been cured or waived
within ten (10) days after receipt of written notice; provided, however, that
failure of the closing to occur on the date specified, or failure of the Company
to deliver the closing consideration, is not subject to cure unless agreed to in
writing by the Equity Holders, or (2) the Acquisition has not closed on or
before
The Purchase Price will be funded through the Company's bank credit facility.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed as an exhibit by an amendment to this Current Report on Form 8-K.
Cautionary Note Regarding the Purchase Agreement
The Purchase Agreement will provide investors and security holders with information regarding its terms and conditions and is not intended to provide any factual information about the Company or Lucky. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with the signing of the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts, since they were made only as of the date of the Purchase Agreement and are modified in important part by the underlying confidential disclosure schedules. In addition, the representations and warranties and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
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Cautionary Statements
This filing and the exhibit attached hereto contain forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the Acquisition.
Item 7.01 Regulation FD Disclosure
On
Neither the information in 7.01 of this Current Report on Form 8-K, nor the information in the press release or the Investor Presentation, shall be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished with this Current Report on Form 8-K:
Exhibit No. Description 10.1 Purchase Agreement datedJanuary 13, 2020 * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Scheduled and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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