Item 8.01. Other Events.
As previously disclosed, on January 14, 2021, ProSight Global, Inc., a Delaware
corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among Pedal Parent Inc., a Delaware corporation
("Parent"), owned by affiliates of TowerBrook Capital Partners L.P. and Further
Global Capital Management, Pedal Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and the Company, filed as
Exhibit 2.1 to our Current Report on Form 8-K dated January 14, 2021 and filed
with the Securities and Exchange Commission on January 19, 2021. Pursuant to the
Merger Agreement and subject to the terms and conditions therein, Merger Sub
will be merged with and into the Company (the "Merger"), with the Company
surviving as a wholly owned subsidiary of Parent. The consummation of the Merger
is conditioned upon, among other things, the receipt of required regulatory
approvals, including those from the New York Department of Financial Services
("NYDFS") and Arizona Department of Insurance and Financial Institutions
("AZDOI").
On July 30, 2021, the Company issued a press release announcing that the Company
has now received all regulatory approvals necessary to complete the Merger under
the Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.1.
Completion of the Merger remains subject to customary closing conditions.
Subject to their satisfaction, the Company currently expects the Merger to be
consummated on or about August 4, 2021.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the other documents referenced therein may
contain certain "forward-looking statements" (including "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995) with respect to the financial condition, results of operations and
business of the Company and certain plans and objectives of the board of
directors of the Company. All statements other than statements of historical or
current facts included in this Current Report on Form 8-K are forward-looking
statements. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of similar meaning.
Such statements are based upon our current beliefs and expectations and are
subject to significant risks and uncertainties. Actual results may vary
materially from those set forth in the forward-looking statements.
Although the Company believes the expectations contained in its forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove correct. Such risks and uncertainties include: risks and uncertainties
related to the Merger Agreement including, but not limited to: the expected
timing and likelihood of completion of the pending Merger; potential legal
proceedings that may be instituted against the Company following announcement of
the transaction; the state of the credit markets generally and the availability
of financing; the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; the risk that the
parties may not be able to satisfy the conditions to the pending Merger in a
timely manner or at all; risks related to disruption of management time from
ongoing business operations due to the proposed Merger; the risk that any
announcements relating to the pending Merger could have adverse effects on the
market price of the Company's common stock; and the risk that the proposed
Merger and its announcement could have an adverse effect on the ability of the
Company to retain and hire key personnel and maintain relationships with its
customers, agents or business counterparties, and on its operating results and
businesses generally. The Company undertakes no obligation to correct or update
any forward-looking statements, whether as a result of new information, future
events or otherwise. Additional information on factors that may affect the
business and financial results of the Company can be found in the filings of the
Company made from time to time with the SEC. Unless indicated otherwise, the
terms "ProSight," "Company," "we," "us," and "our" each refer collectively to
the Company and its subsidiaries.
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