Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On August 8, 2021, Select Interior Concepts, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Astro Stone Intermediate Holding, LLC ("Parent"), a Delaware limited liability company and affiliate of Sun Capital Partners, Inc. ("Sun"), and Astro Stone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the "Effective Time"), each issued and outstanding share (each, a "Share") of Class A Common Stock, par value $0.01 per share ("Company Stock"), of the Company (other than Shares that are held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the "DGCL")) will be cancelled and converted into the right to receive $14.50 per Share in cash, without interest (the "Merger Consideration").

At or immediately prior to the Effective Time, (i) each outstanding service-based restricted stock unit of the Company (each, a "Company RSU") shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company RSU an amount in cash equal to the Merger Consideration, (ii) each outstanding performance-based restricted stock unit of the Company (each, a "Company PSU") shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company PSU an amount in cash equal to the Merger Consideration and (iii) each outstanding restricted share of Company Stock (collectively, "Company Restricted Stock") shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company Restricted Stock an amount in cash equal to the Merger Consideration.

The Board of Directors of the Company (the "Board") unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of, the Company and its stockholders, (ii) declared advisable and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) directed that the approval of the Merger Agreement be submitted to a vote at a special meeting of the stockholders of the Company, and (iv) resolved to recommend that the stockholders of the Company approve the Merger Agreement (the "Company Board Recommendation").

Consummation of the Merger is subject to the satisfaction or (to the extent permitted by law) waiver of specified closing conditions, including (i) the approval of the Merger Agreement by the affirmative vote of the holders of a majority of all of the outstanding Shares entitled to vote thereon (the "Company Stockholder Approval"), (ii) the absence of any law, judgment, ruling, action, injunction or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger or the other transactions contemplated by the Merger Agreement, (iii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iv) the Company not experiencing a Material Adverse Effect (as defined in the Merger Agreement) and (v) other customary closing conditions, including the accuracy of each party's representations and warranties and each party's compliance with its covenants and agreements contained in the Merger Agreement (subject in the case of this clause (v) to certain qualifications as to materiality).

Consummation of the Merger is not subject to Parent obtaining any financing for or related to the transactions contemplated by the Merger Agreement. In connection with the execution of the Merger Agreement, Parent has entered into an equity commitment letter with an affiliate of Sun and a debt commitment letter pursuant to which the financing sources named therein have agreed to provide financing for the transaction, subject to the terms and conditions of such commitment letters. The Company has agreed to use reasonable best efforts to cooperate with Parent to obtain Parent's debt financing in connection with the Merger.

The Merger Agreement includes customary representations and warranties of the Company, Parent and Merger Subsidiary. Many of the representations made by the Company are subject to and qualified by a Material Adverse Effect standard (as defined in the Merger Agreement). The Company, Parent and Merger Subsidiary have also made certain covenants in the Merger Agreement regarding the operation of its business and that of its subsidiaries, as applicable, prior to the Effective Time.

The Company is also subject to customary "no-shop" restrictions requiring, among other things, that the Company not, and requiring that the Company cause its representatives not to, solicit acquisition proposals from third parties, provide information to or participate in any discussions or negotiations with third parties regarding acquisition proposals, enter into any acquisition agreement with respect to an acquisition proposal, or withdraw or change the Company Board Recommendation. However, the Company Board may, subject to certain conditions and requirements, respond to

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unsolicited proposals from third parties. Further, subject to certain conditions and requirements, including first providing Parent customary match rights, the Company Board is permitted to withdraw its recommendation in favor of adoption of the Merger Agreement or terminate the Merger Agreement, in each case, if, in connection with the receipt of an alternative proposal, the Company Board determines in good faith that (x) such alternative proposal constitutes or would reasonably be expect to lead to a superior proposal and (y) a failure to effect such a withdrawal of recommendation could be inconsistent with its fiduciary duties. In addition, subject to certain conditions and requirements, including first providing Parent customary match rights, the Company Board may withdraw its recommendation (but not terminate the Merger Agreement) if, in connection with a material event or circumstance occurring after the date of the Merger Agreement that was not known or foreseeable as of the date of the Merger Agreement, it determines in good faith that a failure to effect such a withdrawal of recommendation would be inconsistent with its fiduciary duties.

The Merger Agreement may be terminated by each of the Company and Parent under certain circumstances, including (i) by either the Company or Parent if the Merger is not consummated by December 31, 2021 (the "Outside Date"), (ii) by Parent, if prior to obtaining the Company Stockholder Approval, the Board adversely changes the Company Board Recommendation (an "Adverse Recommendation Change"), (iii) by the Company, if prior to obtaining the Company Stockholder Approval, the Company enters into an agreement concerning a superior proposal or (iv) by the Company, if Parent fails to consummate the Merger within three business days of being required to do so pursuant to the terms of the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of approximately $15.4 million, including if (i) the Company terminates the Merger Agreement to enter into a superior proposal or (ii) Parent terminates the Merger Agreement following an Adverse Recommendation Change. The Merger Agreement further provides that, upon termination of the Merger Agreement because of a failure to obtain the Company Stockholder Approval, the Company will be required to reimburse certain of Parent's expenses up to a cap of approximately $2.1 million. If the Company terminates the Merger Agreement because Parent fails to consummate the Merger within three business days of being required to do so pursuant to the terms of the Merger Agreement, Parent will be required to pay the Company a termination fee of approximately $30.8 million.

Voting Agreements

In connection with the execution of the Merger Agreement, on August 8, 2021, the Company entered into a Voting Agreement (the "Solace Voting Agreement") by and among the Company, Parent and certain stockholders of the Company affiliated with Solace Capital Partners, L.P. (collectively, the "Solace Significant Stockholders"), pursuant to which the Solace Significant Stockholders have agreed, among other things, to vote all of their shares (which represents approximately 15.8% of the outstanding Shares of Company Stock) in favor of the Merger and approval of the Merger Agreement. Brett G. Wyard, a managing partner of the general partner of each of Solace Capital Partners, L.P. and Solace General Partner, LLC, serves on the Company's Board and is its Chairman.

In connection with the execution of the Merger Agreement, on August 8, 2021, the Company also entered into a Voting Agreement (the "B. Riley Voting Agreement" and, together with the Solace Voting Agreement, collectively, the "Voting Agreements") by and among the Company, Parent and certain stockholders of the Company affiliated with B. Riley Financial, Inc. (collectively, the "B. Riley Significant Stockholders" and, together with the Solace Significant . . .

Item 7.01 Regulation FD Disclosure.

On August 9, 2021, the Company issued a press release announcing that it had entered into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information, including Exhibit 99.1 attached hereto, in Item 7.01 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference

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into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.




  (d) Exhibits.




Exhibit
 Number    Description

  2.1        Merger Agreement, dated August 8, 2021, by and among Select Interior
           Concepts, Inc., Astro Stone Intermediate Holding, LLC and Astro Stone
           Merger Sub, Inc.

  10.1       Voting Agreement, dated August 8, 2021, by and among Astro Stone
           Intermediate Holding, LLC, Select Interior Concepts, Inc., and the
           stockholders of Select Interior Concepts, Inc. listed on Schedule A
           and the signature pages thereto.

  10.2       Voting Agreement, dated August 8, 2021, by and among Astro Stone
           Intermediate Holding, LLC, Select Interior Concepts, Inc., and the
           stockholders of Select Interior Concepts, Inc. listed on Schedule A
           and the signature pages thereto.

  99.1       Press Release dated August 9, 2021

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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