Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2022, SmartRent, Inc., a Delaware corporation (the "Company"),
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement")
by and among the Company, Atlas Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub"), SightPlan Holdings, Inc.,
a Delaware corporation ("SightPlan"), and Joseph Westlake, solely in his
capacity as the representative of the SightPlan securityholders (the
"Representative"). SightPlan provides a real estate operating platform that
offers automated answering, resident engagement, field service and maintenance
management, inspections management, and due diligence and audit management to
real estate owners and managers.
The transaction signed on March 21, 2022 and closed on March 22, 2022 (the
"Closing"), as Merger Sub merged with and into SightPlan (the "Merger") pursuant
to the terms of the Merger Agreement. SightPlan survived the Merger as a wholly
owned subsidiary of the Company. At the Closing, the Company paid $135.0 million
in cash for SightPlan, subject to certain customary purchase price adjustments
provided for in the Merger Agreement.
The Merger Agreement includes representations, warranties and covenants of the
parties that are customary for a transaction of this nature. The Merger
Agreement also contains certain indemnification obligations with respect to
breaches of representations and warranties and certain other specified matters.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement.
A copy of the Merger Agreement will be timely filed as an exhibit to an upcoming
periodic report in accordance with applicable rules and regulations of the
Securities and Exchange Commission (the "SEC"). The Merger Agreement will be
filed to provide investors with information regarding its terms and is not
intended to provide any factual information about the Company, Merger Sub,
SightPlan or the Representative. The representations, warranties and covenants
in the Merger Agreement were made only for the purpose of the Merger Agreement
and solely for the benefit of the parties to the Merger Agreement as of specific
dates. Such representations, warranties and covenants may have been made for the
purposes of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, may or may not have
been accurate as of any specific date, and may be subject to important
limitations and qualifications and may therefore not be complete. The
representations, warranties and covenants in the Merger Agreement may also be
subject to standards of materiality applicable to the contracting parties that
may differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company or
SightPlan or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and
covenants may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Company's public
disclosures.
Item 2.02. Results of Operations and Financial Condition.
On March 24, 2022, the Company issued a press release announcing its financial
results for the fourth quarter, and fiscal year ended, December 31, 2021. A copy
of that press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information in this Item 2.02, including the information in Exhibit 99.1
attached hereto pertaining to this Item 2.02, shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
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Item 7.01. Regulation FD Disclosure.
On March 24, 2022, the Company also issued a press release announcing the
execution and consummation of the Merger, as described above. A copy of that
press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 7.01, including the information in Exhibit 99.2
attached hereto pertaining to this Item 7.01, shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
This Current Report on Form 8-K will not be deemed an admission as to the
materiality of any information contained in this Item 7.01 (including Exhibit
99.2).
Item 9.01. Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release, dated March 24, 2022, announcing SmartRent, Inc.'s
financial results for the fourth quarter and fiscal year ended December 31,
2021.
99.2 Press release, dated March 24, 2022, announcing SmartRent, Inc.'s
execution of an Agreement and Plan of Merger providing for its acquisition of
SightPlan Holdings, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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