Item 1.01 Entry into a Material Definitive Agreement
On
The Share Purchase Agreement contains customary warranties and covenants of PIIH and the Buyer. The Company expects the transaction to close by the end of 2020, subject to regulatory approval and the satisfaction of customary closing conditions.
POK's 2019 pre-tax adjusted operating income was
The foregoing description of the Share Purchase Agreement and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Share Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1. The warranties in the Share Purchase Agreement have been made solely for the benefit of the other parties to such agreement and (i) may have been qualified by disclosures made to such other parties, (ii) were made only as of the dates specified in the Share Purchase Agreement and are subject to more recent developments, which may not be fully reflected in the Company's public disclosure, (iii) may reflect the allocation of risk among the parties to such agreement and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these warranties may not describe the actual state of affairs and should not be relied upon.
Item 7.01 Regulation FD Disclosure
The Company is furnishing herewith as Exhibit 99.1 a news release announcing the transaction.
Forward-Looking Statements and Non-GAAP Measures
Certain of the statements included in this Current Report on Form 8-K, such as
those regarding the expected closing of the transaction and the receipt and use
of the proceeds thereof and the expected after-tax loss in net income as a
result of the transaction, constitute forward-looking statements within the
meaning of the
This Current Report on Form 8-K includes a reference to adjusted operating income. Adjusted operating income is the measure used by the Company to evaluate segment performance and to allocate resources. More information about adjusted operating income can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included in the Company's Annual Report on Form 10-K.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits
2.1 Share Purchase Agreement, datedApril 10, 2020 . * 99.1 News release ofPrudential Financial, Inc. (furnished and not filed).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain confidential information contained in this exhibit, marked by [***], has been omitted because it (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed.
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