Sun Capital Partners, Inc. entered into a definitive agreement to acquire Select Interior Concepts, Inc. (NasdaqCM:SIC) from Solace Capital Partners, L.P., BRC Partners Opportunity Fund, LP managed by B. Riley Asset Management, LLC, B. Riley Securities, Inc. and others for approximately $410 million on August 8, 2021. Under the terms of the agreement, each share of SIC common stock issued and outstanding immediately prior to the closing of the transaction will be entitled to receive $14.50 per share in cash. Upon the completion of the transaction, SIC will become a privately held company and shares of SIC common stock will no longer be listed on any public markets. SIC will be required to pay a termination fee of $15.4 million in case of termination and Sun Capital will be required to pay SIC a termination fee of approximately $30.8 million. The transaction is subject to SIC shareholder approval,?the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions, including the receipt of required regulatory approvals. The board of directors of Sun Capital and Select Interior Concepts have unanimously?approved the transaction. The SIC Board unanimously recommends that SIC stockholders vote ?FOR? the Merger Proposal. The special meeting of stockholders for the adoption of merger agreement to be held on October 19, 2021. As of October 19, 2021, the shareholders of Select Interior Concepts approved the merger. The transaction is expected to close early in the fourth quarter of 2021. RBC Capital Markets, LLC and Truist Securities, Inc. served as financial advisors and fairness opinion provider and W. Scott Ortwein, Justin R. Howard, Kyle Healy, John Shannon, Michael Stevens, Blake MacKay, Danny Reach, Scott Harty, Brett Coburn, Doug Arnold, David Teske, John Snyder and Hilla Shimshoni of Alston & Bird LLP served as legal advisors to SIC. Raymond James & Associates, Inc. served as financial advisor and Matthew S. Arenson, Jonathan Davis, Jeremy S. Liss, Douglas C. Gessner, Jocelyn Hirsch, Jonathan Davis, Jeffrey P. Swatzell and Aaron Berlin of Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP served as legal advisors to Sun Capital. American Stock Transfer & Trust Company, LLC acted as exchange agent for Sun Capital. Evan Rosen and Andrew Ditchfield of Davis Polk & Wardwell LLP advised Truist Securities, Inc. as financial adviser to Select Interior Concepts, Inc. Okapi Partners LLC acted as information agent to Select Interior Concepts and will receive a fee of $40,000. RBC Capital Markets will receive a fee of approximately of $5.5 million, of which a portion was payable upon delivery of RBC Capital Markets? opinion and approximately $4.75 million is contingent upon consummation of the merger. Truist Securities will receive a fee of approximately $2,994,498, of which a portion was payable upon delivery of Truist Securities? opinion and approximately $2,244,498 is contingent upon consummation of the merger.