Item 1.01. Entry into a Material Definitive Agreement.
Third Amendment to Credit Agreement (the "Third Amendment")
On
The foregoing description of the amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment to the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The purchase price paid by the Company at the closing (the "WestEnd Closing") of
the WestEnd Acquisition was approximately
The foregoing description of the WestEnd Purchase Agreement in this Item 2.01
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the WestEnd purchase agreement, dated as of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file the audited financial statements of WestEnd as required by this Item 9.01(a) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file unaudited pro forma condensed combined financial information as required by this Item 9.01(b) giving effect to the WestEnd Acquisition as required by this Item 9.01(b) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
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(c) Exhibits. Exhibit Number Description 2.1 Unit Purchase Agreement, dated as ofNovember 4, 2021 , by and among the Company,WestEnd Advisors, LLC , and the other parties listed thereto (incorporated by reference to Exhibit 2.1 of the Company's Form 10-Q datedNovember 8, 2021 ). 10.1 Third Amendment, dated as ofDecember 31, 2021 , to the Credit Agreement, dated as ofJuly 1, 2019 (as amended by the First Amendment to Credit Agreement, dated as ofJanuary 17, 2020 , and the Second Amendment to Credit Agreement, dated as ofFebruary 18, 2021 ), by and among the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders party thereto from time to time. 99.1 Press Release, datedJanuary 3, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 3 -
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