Item 1.01. Entry into a Material Definitive Agreement.
Equity Purchase Agreement
On
The Agreement contains customary representations and warranties which will survive, with certain exceptions, until the 18-month anniversary of the closing of the Transaction, and each party has agreed to indemnify the other with respect to these and certain other obligations under the Agreement. In addition, each party has agreed to customary covenants, including to use commercially reasonable efforts to promptly take all reasonable actions to consummate the Transaction.
The Company currently expects the Transaction to be completed in 2022; however,
the Agreement contains customary closing conditions, including required
regulatory approvals, and there is no assurance that the Transaction will close
in the timeframe contemplated. The Agreement provides certain termination rights
for each of the Buyer and the Seller, including in the event the Closing has not
occurred by
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
On
Cautionary Statement regarding Forward-Looking Statements
This current report may contain forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies,anticipated events or trends
and similar expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use of
forward-looking terminology such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates," "predicts," or
"potential" or the negative of these words and phrases or similar words or
phrases which are predictions of or indicate future events or trends and which
do not relate solely to historical matters. Forward-looking statements involve
known and unknown risks, uncertainties, assumptions and contingencies, many of
which are beyond our control, and may cause actual results to differ
significantly from those expressed in any forward-looking statement. Factors
that might cause such a difference include, without limitation, whether the
Transaction will be completed within the time frame and on the terms anticipated
or at all, whether the Company will realize any of the anticipated benefits from
the Transaction, and other risks and uncertainties, including those detailed in
the Company's Annual Report on Form 10-K for the year ended
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report on Form 8-K, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. Exhibit No. Description 10.1 Equity Purchase Agreement, by and among AMP Group Holdings Limited, AMP Capital Investors International Holdings Limited, DigitalBridge Operating Company, LLC and DigitalBridge Investment Holdco, LLC, dated as of April 2 7 , 2022 99.1 Press Release, dated April 27, 2022 99.2 Presentation, dated April 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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