Item 1.01 Entry into a Material Definitive Agreement.
In the Company 8-K, the Company disclosed that it had entered into a memorandum
of understanding which, among other things, provided for potential incentive
payments for certain of Sellers, including Glenn R. August, the chief executive
officer of OHA, related to the growth of the OHA business. Further to this
memorandum, on December 29, 2021, the Company and each of Glenn R. August,
William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager (each individual
,an "OHA Senior Partner") entered into a value creation agreement (the "Value
Creation Agreement"). The Value Creation Agreement provides that, promptly
following the fifth anniversary of the Closing Date (the "Value Creation Date"),
certain employees of the OHA business, including Mr. August, will receive
incentive payments in the aggregate equal to ten percent (10%) of the
appreciation in value of the OHA business, subject to an annualized preferred
return to the Company, between the Closing Date and the Value Creation Date, all
as calculated in accordance with the Value Creation Agreement (the "Value
Creation Payment"). Seventy-five percent (75%) of the Value Creation Payment
will be paid in cash (subject to applicable withholding) and the remaining
twenty-five percent (25%) will be paid in shares of Company common stock, based
on the volume-weighted average price for the five consecutive trading days
ending on the date immediately prior to the date the Value Creation Payment is
made. The Value Creation Payment may be partially accelerated upon the
termination by the Company of an OHA Senior Partner without cause, a resignation
of an OHA Senior Partner for good reason, or a change in control of OHA or
certain of its affiliated entities.
The foregoing description of the Value Creation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Value Creation Agreement which will be filed as an exhibit to the Company's Form
10-K for the year ended December 31, 2021.
Section 2 Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets
The description contained under the Introductory Note above is hereby
incorporated by reference in its entirety into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement or a Registrant
The information set forth under the Introductory Note, with respect to the
Earnout Payment, is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sale of Equity Securities.
The description contained under the Introductory Note concerning the issuance of
shares of the Company's common stock above is hereby incorporated by reference
in its entirety into this Item 3.02. The shares of the
Company's common stock were not registered under the Securities Act in reliance
upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), in partial
consideration for the acquisition of the equity interests in OHA from the
Sellers. These securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 30, 2021, the first business day after the Closing Date, the
appointment of Robert W. Sharps and Glenn R. August to the board of directors of
the Company became effective, along with the appointment of Mr. August to the
Company's Management Committee. The information set forth in the Company's Form
8-K filed on December 8, 2021, with respect to the appointment of Mr. Sharps and
Mr. August to the board of directors, is incorporated herein by reference into
this Item 5.02.
Item 7.01 Regulation FD Disclosure
On December 30, 2021, the Company issued a press release announcing the
completion of the transaction. A copy of the press release is furnished as
Exhibit 99.1 attached hereto. The information in this report furnished pursuant
to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed
"filed" for the purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section. It may only be incorporated by reference in another filing
under the Exchange Act or the Securities Act of 1933, if such subsequent filing
specifically references such information.
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