Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
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The foregoing description of the Amendment and the transactions contemplated thereby is not complete and are subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-Kas Exhibit 2.1, and the terms of which are incorporated herein by reference.
Additional Forward Purchaser Subscription
In connection with the execution of the Amendment, Mosaic has also entered into
an additional subscription agreement (the "Additional Forward Purchaser
Subscription Agreement") with one of the forward purchasers (the "Forward
Purchaser") that had committed at the time of Mosaic's initial public offering
to purchase newly-issued shares of Mosaic Class A common stock upon the
consummation of a business combination, which includes the merger. Pursuant to
the Additional Forward Purchaser Subscription Agreement, immediately prior to
the effective time of the merger, Mosaic will sell, and the Forward Purchaser
will purchase from Mosaic, 5,000,000 shares of Mosaic Class A common stock at
In connection with the Additional Forward Purchaser Subscription Agreement, Mosaic has entered into a lockup agreement with the Forward Purchaser, pursuant to which the shares purchased by the Forward Purchaser under the Additional Forward Purchaser Subscription Agreement will be subject to a six-month lockup.
The foregoing description of the Fortress Subscription and Backstop Agreement and the lockup agreement and the transactions contemplated by each such agreement is not complete and is subject to, and qualified in its entirety by reference to, the actual agreements, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and the terms of which are incorporated herein by reference.
Fortress Subscription and Backstop Agreement
In connection with the execution of the Amendment, Mosaic has also entered into
a Subscription and Backstop Agreement (the "Fortress Subscription and Backstop
Agreement") with an affiliate of
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the per-share value of the Mosaic's Trust Account at the time of any such
redemptions (the "Trust Value") to be issued at the closing of the merger with
an aggregate value equal to the lesser of (x)
The foregoing description of the Fortress Subscription and Backstop Agreement and the transactions contemplated thereby is not complete and are subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3, and the terms of which are incorporated herein by reference.
Amendments to Forward Purchase Agreements
In connection with the execution of the Amendment, Mosaic has also entered into amendments with each of the forward purchasers that had committed at the time of Mosaic's initial public offering to purchase newly-issued shares of Mosaic Class A common stock upon the consummation of a business combination. These amendments provide, among other things, for waivers by the forward purchasers of certain rights of first offer with respect to the investments to be made pursuant to the Additional Forward Purchaser Subscription Agreement and the Fortress Subscription and Backstop Agreement.
The foregoing description of the amendments with the forward purchasers is not complete and is subject to, and qualified in its entirety by reference to, the actual agreements, the form of which is filed with this Current Report on Form 8-K as Exhibit 10.4, and the terms of which are incorporated herein by reference.
Item 8.01 Other Events.
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The information under this Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information under this Item 7.01 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofDecember 18, 2019 , by and among Mosaic, Merger Sub andVivint Smart Home . 10.1 Subscription Agreement, dated as ofDecember 18, 2019 , by and among Mosaic,Fayerweather Fund Eiger, L.P. andVivint Smart Home . 10.2 Lockup Agreement, dated as ofDecember 18, 2019 , by and among Mosaic andFayerweather Fund Eiger, L.P. 3
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10.3 Subscription and Backstop Agreement, dated as ofDecember 18, 2019 , by and among Mosaic, the Fortress Subscriber andVivint Smart Home . 10.4 Form of Amendment to the Forward Purchase Agreements. 99.1 Press release issued by Mosaic andVivint Smart Home onDecember 18, 2019 . 4
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