Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of SDI's Class A Common Stock and SDI's Class B Common Stock (collectively, the "SDI Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.52095 shares of TPB's Voting Common Stock ("TPB Common Stock"). As a result of the Merger, the SDI Common Stock, which traded under the symbol, "SDI", has ceased trading on, and is being delisted from, the NYSE American.
Immediately after the Merger, there were approximately 19,221,796 shares of TPB
Common Stock outstanding. Immediately after the Merger, (i) SDI's stockholders
as of immediately prior to the Effective Time owned approximately 41.27% of the
outstanding TPB Common Stock and approximately 41.27% of the voting power of TPB
and (ii)
In connection with the completion of the Merger, SG agreed to indemnify TPB with
respect to certain claims relating to
The shares of TPB Common Stock issuable to the former stockholders of SDI were
registered with the
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 that was filed as Exhibit 2.1 to TPB's Current Report on Form
8-K filed with the
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 99.1 Joint Press Release, datedJuly 16, 2020 (filed herewith)
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