Item 1.01. Entry into a Material Definitive Agreement.
On
Among other things, the Agreement modifies certain of the standstill
restrictions applicable to Hill Path, including prohibiting Hill Path from
acquiring more than 20.0% of the outstanding shares (including economic exposure
via derivatives) so long as
As part of the Agreement, the Company has permitted Hill Path to acquire, whether in a single transaction or multiple transactions from time to time, additional shares of the Company's common stock to the extent such acquisitions would result in Hill Path having beneficial ownership of less than 20.0% of the outstanding shares (including economic exposure via derivatives) without triggering the restrictions on a subsequent business combination with Hill Path that would otherwise be imposed under Section 203 of the Delaware General Corporation Law (the "DGCL"). As a result of the Agreement, Hill Path may elect to acquire additional shares of the Company's common stock. Upon acquiring beneficial ownership of 20.0% or more of the outstanding shares of the Company's common stock (including economic exposure via derivatives) at any time within the next 10 years, the restrictions under Section 203 of the DGCL would apply, with certain modifications, to a potential business combination with Hill Path as an "interested stockholder" (as defined in Section 203 of the DGCL).
Due to
A copy of the Agreement is filed with this Form 8-K as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Cooperation Agreement, dated as ofJuly 11, 2022 , amongDave & Buster's Entertainment, Inc. ,Hill Path Capital LP andJames Chambers
Exhibit 104: Cover Page Interactive Date File (embedded within the Inline XBRL document)
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