Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. AMCI's shareholders, warrantholders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.
General Terms and Effects
On
Pursuant to the Merger Agreement, subject to the terms and conditions set forth
therein, upon the consummation of the transactions contemplated by the Merger
Agreement (the "Closing"), Merger Sub will merge with and into Advent (the
"Merger" and, together with the Warrant Amendment (as defined below) and the
other transactions contemplated by the Merger Agreement, the "Transactions"),
with Advent continuing as the surviving corporation in the Merger and a
wholly-owned subsidiary of AMCI. In the Merger, (i) all shares of Advent common
stock and Advent preferred stock (together, "Advent Stock") issued and
outstanding immediately prior to the Effective Time (other than those properly
exercising any applicable dissenters rights under
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Merger Consideration
The aggregate merger consideration to be paid pursuant to the Merger Agreement
to holders of Advent Stock as of immediately prior to the Effective Time
("Advent Stockholders") will be an amount equal to (the "Merger Consideration")
(i)
Representations and Warranties
The Merger Agreement contains a number of representations and warranties by each of AMCI and Advent as of the date of the Merger Agreement and as of the date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. "Material Adverse Effect" as used in the Merger Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. The representations and warranties made by AMCI and Advent are customary for transactions similar to the Transactions.
Covenants of the Parties
Each party agreed in the Merger Agreement to use its commercially reasonable
efforts to effect the Closing. The Merger Agreement also contains certain
customary covenants by each of the parties during the period between the signing
of the Merger Agreement and the earlier of the Closing or the termination of the
Merger Agreement in accordance with its terms (the "Interim Period"), including
(1) the provision of access to their properties, books and personnel; (2) the
operation of their respective businesses in the ordinary course of business; (3)
provision of financial statements by Advent; (4) AMCI's public filings; (5) no
insider trading; (6) notifications of certain breaches, consent requirements or
other matters; (7) efforts to consummate the Closing and obtain third party and
regulatory approvals; (8) tax matters and transfer taxes; (9) further
assurances; (10) public announcements; (11) confidentiality and (12) Exchange
Act Section 16 matters. Each party also agreed during the Interim Period not to
solicit or enter into any inquiry, proposal or offer, or any indication of
interest in making an offer or proposal for an alternative competing
transactions, to notify the others as promptly as practicable in writing of the
receipt of any inquiries, proposals or offers, requests for information or
requests relating to an alternative competing transaction or any requests for
non-public information relating to such transaction, and to keep the others
informed of the status of any such inquiries, proposals, offers or requests for
information. There are also certain customary post-Closing covenants regarding
(1) maintenance of books and records; (2) indemnification of directors and
officers; and (3) use of trust account proceeds. AMCI also agreed to seek and
use its reasonable best efforts to obtain an extension of its deadline to
consummate its initial business combination from
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The Merger Agreement and the consummation of the transactions contemplated
thereby requires the approval of both AMCI's shareholders and Advent's
Stockholders. AMCI agreed, as promptly as practicable after the date of the
Merger Agreement, to prepare, with reasonable assistance from Advent, and file
with the
AMCI also agreed in the Merger Agreement to seek the approval of its
warrantholders at a special meeting of AMCI warrantholders (the "AMCI
Warrantholder Meeting") to amend AMCI's warrant agreement to provide that all
issued and outstanding AMCI warrants as of the Closing will no longer be
exercisable and will be cancelled, and each holder of an AMCI warrant will
instead receive a cash payment of
Advent also agreed in the Merger Agreement to obtain the written consent of its shareholders or call a meeting of its shareholders, in either case, as promptly as practicable after the Registration Statement has become effective and use its . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Offbalance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K under the subheading "Orion Note Amendment" is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofOctober 12, 2020 , by and among AMCI, Merger Sub, the Purchaser Representative, Advent, and the Seller Representative. 10.1 Form of Voting Agreement, dated as ofOctober 12, 2020 , by and among AMCI, Advent and the stockholder of Advent party thereto. 10.2 Form of Lock-Up Agreement, dated as ofOctober 12, 2020 , by and among AMCI, the Purchaser Representative and the stockholder of Advent party thereto. 10.3 Form of Non-Competition Agreement, dated as ofOctober 12, 2020 by the stockholder of Advent party thereto in favor of AMCI, Advent and their respective affiliates, successors and subsidiaries. 10.4 Sponsor Warrant Letter, dated as ofOctober 12, 2020 , by and among AMCI, Advent and Sponsor. 10.5 Orion Note Amendment, dated as ofOctober 12, 2020 , by and between AMCI and Orion.
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). AMCI agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the
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