SELECT INTERIOR CONCEPTS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The closing of the RDS Divestiture is subject to the satisfaction or waiver of certain customary conditions to closing, including, the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Purchase Agreement contains customary representations, warranties and covenants from the Company, the Seller and Purchaser. The representations and warranties in the Purchase Agreement terminate at, and do not survive, the closing of the RDS Divestiture.
At or before the closing of the RDS Divestiture, the Company and Purchaser will enter into a transition services agreement with Purchaser pursuant to which the Company, Purchaser and each company's respective affiliates will provide to each other various transition services, including human resources, financial, accounting, tax, IT and other support services. The services generally will commence on the closing date of the RDS Divestiture and will generally terminate no later than twelve months after the closing of the RDS Divestiture.
The Company intends to use the proceeds from the RDS Divestiture to repay all of its outstanding indebtedness and capital lease obligations and any remaining proceeds, after paying customary transaction expenses, for general corporate purposes.
The foregoing description of the Purchase Agreement and the RDS Divestiture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement contains various representations and warranties made by
the parties solely for the benefit of the other parties to the Purchase
Agreement. In addition, such representations and warranties (i) have been made
only for purposes of the Purchase Agreement, (ii) have been qualified by
confidential disclosures made to the other parties in connection with the
Purchase Agreement, (iii) are subject to materiality and material adverse effect
qualifications contained in the Purchase Agreement that may differ from what may
be viewed as material by investors, (iv) were made only as of the date of the
Purchase Agreement or such other date as is specified in the Purchase Agreement,
and (v) have been included in the Purchase Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters
as facts. Accordingly, the Purchase Agreement is included with this filing only
to provide investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual information
regarding the other party or its business. Investors should not rely on the
representations or warranties or any descriptions thereof as characterizations
of the actual state of facts or condition of the RDS Business, the Company, or
any of its subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the Purchase Agreement, which subsequent information may or may not be fully
reflected in the Company's public disclosures. The Purchase Agreement should not
be read alone, but should instead be read in conjunction with the other
information regarding the Company that is or will be contained in, or
incorporated by reference into, the Forms 10-K, Form 10-Q and other documents
that the Company files or has filed with the
Item 7.01 Regulation FD Disclosure.
On
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.
Cautionary Forward-Looking Statements
As discussed herein and therein, this Current Report on Form 8-K and the press
release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act and, as such, may involve known and
unknown risks, uncertainties and assumptions. These forward-looking statements
relate to the Company's current expectations and are subject to the limitations
and qualifications set forth in the press release as well as in the Company's
other documents filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Equity Purchase Agreement, datedMay 9, 2021 , by and among,Select Interior Concepts, Inc. ,Residential Design Services, LLC ,L.A.R.K. Industries, Inc. andSignal Holdco, LP . 99.1 Press Release, datedMay 10, 2021 announcing the entry into the Equity Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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