Item 1.01 Entry into a Material Definitive Agreement.
On
Upon the consummation of the Acquisition (the "Closing"), the Buyer will pay to
the Holding Company Seller a purchase price equal to
The Closing is expected to occur in the second quarter of 2022, subject to the receipt by Aaron's of certain customary closing deliverables and the satisfaction or waiver of customary closing conditions, including: (i) the accuracy of the representations and warranties made by the parties in the Agreement (subject to certain materiality qualifications set forth in the Agreement); (ii) the compliance in all material respects by the parties with their respective obligations under the Agreement; (iii) customary closing deliverables, including the execution of leases with respect to certain properties and employment agreements with key employees of the Interbond business; (iv) the absence of a material adverse effect on Interbond; (v) the absence of any restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction preventing the Closing; and (vi) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Agreement contains customary representations, warranties and covenants, including covenants that, prior to Closing, (i) the Holding Company Seller will cause Interbond to conduct its operations in the ordinary course of business consistent with past practice, subject to certain exceptions and (ii) the Holding Company Seller and Interbond will not solicit, initiate, encourage or engage in discussions or negotiations concerning any alternative acquisition transaction. The parties are required to use their respective commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transactions contemplated by the Agreement. The Agreement also contains certain customary limited indemnification provisions.
The Agreement also contains customary termination provisions, including the
right of either Aaron's or the Sellers' Representative to terminate the
Agreement if the Acquisition has not been consummated by
In connection with the Agreement, the Buyer has obtained a
The representations, warranties and covenants contained in the Agreement have been made solely for the benefit of the parties thereto, and the Company's shareholders and other investors are not third-party beneficiaries under the Agreement. In addition, such representations, warranties, and covenants (i) have been made only for purposes of the Agreement, (ii) are subject to materiality qualifications contained in the Agreement which may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Agreement or
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such other date as is specified in the Agreement and (iv) have been included in the Agreement for the purpose of allocating risk among the contracting parties rather than establishing matters as fact. Accordingly, the Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses on which investors should rely. 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 parties to the Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Stock Purchase Agreement, dated as ofFebruary 23, 2022 , by and among Aaron'sRetail Solutions, LLC ,Interbond Enterprises, Inc. , the Sellers named therein andMichael Perlman , in his individual capacity and in his capacity as the Sellers' Representative thereunder.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
upon request.
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