Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Merger Agreement is only a summary, does not
purport to be complete and is subject to and qualified in its entirety by
reference to the full text of the Merger Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Cash Consideration was financed with a borrowing of
The Credit Agreement contains customary covenants limiting the ability to, among
other things, dispose of assets, undergo a change in control, merge or
consolidate, make acquisitions, incur debt, incur liens, pay dividends,
repurchase stock, and make investments, in each case subject to certain
exceptions. The Credit Agreement also contains financial covenants requiring the
Company to maintain a minimum adjusted quick ratio and a minimum consolidated
adjusted EBITDA if the adjusted quick ratio falls below a specified level,
measured in each case at the end of each fiscal quarter. The Credit Agreement
terminates on
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Subject to the terms and conditions of the Merger Agreement, at the Closing, the Company issued the Stock Consideration. These shares of the Company's Class A common stock were issued in a transaction not involving a public offering and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the Exchange Act), except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of the acquired business are not included in this Current Report on Form 8-K. Such financial statements will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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