CROCS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Agreement provides that the Company will purchase all of the issued and
outstanding equity securities of each of the HK Acquired Companies and the US
Acquired Companies. Guarantor indirectly owns all of the equity securities of HK
Seller, HK Seller owns all of the equity securities of each of the HK Acquired
Companies (collectively, the "
Pursuant to the Agreement, the Company will pay aggregate consideration to
Sellers of
The Company, the Acquired Companies and Sellers have agreed to customary
representations, warranties, and covenants in the Agreement. Subject to certain
limitations, Sellers are required to indemnify the Company for certain losses
resulting from breaches of the Acquired Companies' and Sellers' representations,
warranties and covenants made in the Agreement and for certain other matters, in
each case, as set forth in the Agreement.
During the period between the date of the Agreement and the Closing (or, if earlier, the termination of the Agreement), each of Sellers, the HK Acquired Companies and the US Acquired Companies has agreed, as applicable, to conduct its business in the ordinary course of business consistent with past practice, and has agreed to certain other customary operating covenants, as set forth more fully in the Agreement. Each of the foregoing parties has also agreed not to take certain actions prior to the Closing (or, if earlier, the termination of the Agreement) without the prior written consent of the Company.
The Closing is subject to customary conditions, including, among others, (i) the accuracy of the parties' representations and warranties and the compliance by the parties with the covenants set forth in the Agreement, subject to certain materiality qualifications; (ii) the absence of any Material Adverse Effect (as defined in the Agreement) on the Acquired Companies; (iii) the execution and delivery by the parties of the ancillary agreements contemplated by the Agreement; and (iv) any waiting periods (including any extensions thereof) applicable to the consummation of the transactions contemplated by the Agreement or any related agreement under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, having expired or been terminated.
The Agreement provides for customary termination rights for both the Company and
the Representative (on behalf of Sellers), including, among other reasons for
termination, if the Closing has not occurred on or before
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The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Agreement has been attached to this
Current Report on Form 8-K to provide investors with information regarding its
terms. The Agreement is not intended to provide any other factual information
about any of the parties to the Agreement or any of their respective
subsidiaries or affiliates. The representations, warranties and covenants
contained in the Agreement were made only for purposes of the Agreement as of
the specific dates set forth therein, were solely for the benefit of the parties
to the Agreement, may be subject to important qualifications and limitations
agreed upon by the parties for the purposes of allocating contractual risk among
such parties to the Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to such contracting
parties that differ from those applicable to investors. In addition, the
assertions embodied in the representations and warranties contained in the
Agreement are qualified by information in confidential disclosure schedules
delivered by the Acquired Companies and Sellers to the Company in connection
with the signing of the Agreement. Investors should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the parties to
the Agreement or any of their respective subsidiaries or affiliates and
investors should consider the information in the Agreement in conjunction with
the entirety of the factual disclosure about the Company, as applicable, in its
public reports filed with the
Financing Commitment
In connection with entry into the Agreement, on
Item 7.01. Regulation FD Disclosure.
On
Also, on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Securities Purchase Agreement, dated as of December 22, 2021, by and among:
(i) Crocs, Inc.; (ii) Full Fortune Wealth Limited; (iii) Mr. Daniele Guidi;
(iv) Full Fortune Intellectual Limited; (v) Full Fortune Worldwide Limited;
(vi) Full Fortune Online Limited; (vii) Happy One LLC; (viii) Lucky Top Inc.;
(ix) Mr. Alessandro Rosano; and (x) Full Fortune Wealth Limited, in its
capacity as representative and agent for Sellers.
99.1 Crocs, Inc. press release dated December 23, 2021.
99.2 Crocs, Inc. investor presentation dated December 2 3 , 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company agrees to furnish supplementally to the
Securities and Exchange Commission a copy of any omitted exhibits or
schedules upon request; provided that the Company may request confidential
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
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