Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchase Agreement provides that, upon the terms and subject to the
conditions set forth in the Purchase Agreement, (a) at the closing, MPGG will
purchase, acquire and accept from Blocker Seller, and Blocker Seller will sell,
assign, transfer, convey and deliver to MPGG, all of the issued and outstanding
equity interests in Blocker (the "Equity Purchase") and (b) as of the effective
time of the Merger (as defined below), Merger Sub will merge with and into
Holdings, with Holdings continuing as the surviving entity and a wholly owned
subsidiary of MPGG (the "Merger" and, together with the Equity Purchase,
collectively, the "Acquisition"). Subject to the terms and conditions set forth
in the Purchase Agreement, MPGG has agreed to pay
Under the Purchase Agreement, MPGG, Merger Sub, Holdings and Blocker Seller have made customary representations and warranties and have agreed to be bound to customary covenants for transactions of this type, including committing to use reasonable best efforts to obtain necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). The representations and warranties will not survive the closing of the Acquisition. Instead, to provide for coverage against any breaches by Holdings or Blocker Seller with respect to each of their respective representations, warranties and covenants, the Company has obtained a representation and warranty insurance policy. The policy is subject to a retention amount, exclusions, policy limits and certain other terms and conditions.
In connection with the entry into the Purchase Agreement, certain of the Sellers' affiliates have also entered into a restrictive covenant agreement (the "AMCP Restrictive Covenant Agreement") committing to, among other things, maintain confidentiality with respect to the target business and to be prohibited from soliciting or hiring employees of the target business for a period of two years following the Acquisition.
The completion of the Acquisition is subject to customary closing conditions, including, among others: (a) the absence of certain legal impediments to the consummation of the Acquisition; (b) the expiration or termination of the applicable waiting period under the HSR Act; and (c) the AMCP Restrictive Covenant Agreement remaining in force and effect.
The Acquisition is not subject to any financing condition. The Company plans to fund the Consideration and transaction expenses with cash on hand and borrowings from the Company's senior revolving credit facility.
The Purchase Agreement contains customary termination rights for the parties
thereto, including (a) the right of MPGG or the Representative to terminate if
the Acquisition is not consummated on or before
The foregoing description of the Purchase Agreement is a summary of the material terms of the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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The Purchase Agreement and related description are intended to provide
information regarding the terms of the Purchase Agreement and are not intended
to modify or supplement any factual disclosures about the Company in its reports
filed with the
Item 7.01 Regulation FD Disclosure.
On
On
The information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities.
* * * * *
Forward-Looking Statements
This Current Report on Form 8-K contains not only historical information, but
also forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act and that are subject to the
safe harbor created by those sections. These forward-looking statements include,
without limitation, statements regarding anticipated timing and completion of
the Acquisition, anticipated results of the Acquisition and the impact on the
Company's future financial and operating performance, the expected tax treatment
of the transaction, anticipated synergies, expected integration and transaction
costs and the intended sources of funds for the transaction. Forward looking
statements can be identified through the use of words such as "may," "will,"
"intend," "should," "expect," "believe," "estimate," "anticipate" and similar
expressions. Actual results may differ materially from those described or
contemplated in the forward-looking statements. Factors that may cause actual
results to differ materially from those contained in the forward-looking
statements include, among others, (i) the Company's inability to achieve
expectations regarding the timing, completion, integration, accounting and tax
treatments related to the Acquisition of ettain; (ii) the Company's inability to
achieve expected synergies and operating efficiencies from the Acquisition
within the expected time frames or at all; (iii) the potential impact of the
announcement on relationships with the Company's and/or ettain's employees,
customers, suppliers and other business partners; (iv) inability to retain key
personnel; (v) changes in legislation or regulations; (vi) developments in the
COVID-19 pandemic and resulting business and operational impacts on the Company
and/or ettain; (vii) economic, financial or social conditions that could
adversely affect the Company, ettain or the Acquisition; (viii) unanticipated
liabilities or exposures for which the Company has not been indemnified or
otherwise may not recover under insurance or otherwise; and (ix) other risks to
the Company's business and results of operations; each as further discussed in
the Company's reports filed with the
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Equity Purchase and Merger Agreement, dated as ofAugust 23, 2021 , by and amongAMCP Staffing Holdings, LP ,AMCP II Staffing Corp Holdings Holdco, LLC , solely in its capacity as the representative of the seller entities,AMCP Staffing Holdings GP, LLC ,ManpowerGroup Global Inc. , Longhorn 2021 LP and, solely for purposes of Section 10.20 thereof,ManpowerGroup Inc. * 99.1 Press Release issued byManpowerGroup Inc. onAugust 24, 2021 99.2 Investor Presentation Materials, datedAugust 24, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* All exhibits and schedules to the Equity Purchase and Merger Agreement have
been omitted pursuant to Item 601(a)(5) of
will furnish the omitted exhibits and schedules to the
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