VROOM, INC. Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Upon the terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into the Company (the "Merger"), with the
Company surviving the Merger as an indirect wholly-owned subsidiary of Vroom. At
the closing of the Merger, Vroom will pay a purchase price of
The obligation of the parties to consummate the Merger is subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of certain state regulatory approvals.
The Merger Agreement includes representations, warranties and covenants of the parties that are customary for a transaction of this nature, including covenants, among others, (i) for each of the parties to use reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and (ii) for the Company and its subsidiaries to conduct their business in the ordinary course and be bound by customary restrictions relating to the operation of their business until the closing. The Merger Agreement also contains certain indemnification obligations with respect to breaches of representations and warranties and certain other specified matters.
The Merger Agreement includes certain termination rights of both the Company and
Vroom, including providing that either party, subject to certain exceptions and
limitations, may terminate the Merger Agreement if the Merger is not consummated
by
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 hereto, and is incorporated into this report by
reference. The Merger Agreement and the above description of the Merger
Agreement have been included to provide investors and security holders with
information regarding the terms of the Merger Agreement. It is not intended to
provide any other factual information about Vroom, Merger Sub, the Company or
their respective subsidiaries and affiliates. The Merger Agreement contains
representations and warranties of each of Vroom and Merger Sub and the Company
made solely for the benefit of the other. The assertions embodied in those
representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with signing
the Merger Agreement. The disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties
set forth in the Merger Agreement. In addition, such representations and
warranties may apply standards of materiality in a way that is different from
what may be viewed as material by security holders of, or other investors in,
Vroom, Merger Sub and the Company. Moreover, the representations and warranties
in the Merger Agreement were used for the purpose of allocating risk between
Vroom, Merger Sub and the Company and not necessarily for establishing matters
as fact, and 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 parties'
public disclosures. Security holders and investors are not third-party
beneficiaries under the Merger Agreement. Accordingly, you should read the
representations and warranties in the Merger Agreement not in isolation but only
in conjunction with the other information about Vroom, Merger Sub and the
Company, or any of their respective subsidiaries or affiliates that the
respective companies include in reports, statements and other filings they make
with the
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--------------------------------------------------------------------------------Item 7.01. Regulation FD Disclosure.
On
In addition, Vroom provided supplemental information regarding the Merger in
connection with a presentation to analysts and investors to be held on
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by Vroom under the Securities Act of 1933, as amended, or under the Exchange Act, unless Vroom expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
2.1* Agreement and Plan of Merger, dated as ofOctober 11, 2021 , by and amongVroom, Inc. ,Vroom Finance Corporation ,Unitas Holdings Corp. andFortis Advisors LLC , solely in its capacity as the equityholders' representative. 99.1 Press release of Vroom, datedOctober 12, 2021 (furnished pursuant to Item 7.01). 99.2 Investor Presentation, datedOctober 12, 2021 (furnished pursuant 104 to Item 7.01). Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to
the
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