Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to the Merger Agreement
As previously disclosed, on
On
Immediately prior to the Effective Time, seventy-five percent (75%) of each discrete individual grant of FaZe Options that remain unvested as of the Effective Time will, automatically and without any required action on the part of the holder thereof, become vested as of the Effective Time (the "Accelerated FaZe Options"). The Accelerated FaZe Options, together with each FaZe Option that is vested in accordance with its terms as of the Effective Time (including each option that vests or is deemed vested in accordance with its terms in connection with the transactions contemplated by the Merger Agreement) will be referred to collectively as the "Vested FaZe Options." Holders of Vested FaZe Options will also be entitled to receive a number of earn-out shares equal to the number of Net Vested Company Option Shares (as defined in the Merger Agreement) underlying such Vested FaZe Options multiplied by the Earn-Out Exchange Ratio (as defined in the Merger Agreement).
Other than as expressly modified pursuant to Amendment No. 2, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the Current Report on
Form 8-K filed with the
Waiver of Minimum Proceeds Condition
As previously disclosed, the obligation of FaZe to consummate the Business
Combination is subject to, among other things,
Item 8.01 Other Events Bridge Loan Agreement
On
In connection with the Term Loan, on
The Term Loan will be repaid in cash on the Closing Date. In the event the Merger Agreement is terminated without completion of the Business Combination, the Term Loan will become a secured convertible promissory note of FaZe, on substantially the same terms as the existing senior secured convertible promissory notes of Faze, in an aggregate principal amount equal to the outstanding principal balance, including capitalized interest, of the Term Loan and the unpaid accrued interest on the Term Loan as of such date.
The foregoing description of Term Loan does not purport to be complete and is subject to, and qualified in its entirety by the full text of Bridge Loan Agreement, Term Promissory Note, Pledge and Security Agreement, and Intercreditor Agreements attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K, which is incorporated herein by reference.
1 Additional Information
Important Information about the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, BRPM has filed a
registration statement on Form S-4 (the "Registration Statement") with the
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
BRPM and FaZe Clan and their respective directors and executive officers, under
2 Forward-Looking Statements
The information in this press release includes "forward-looking statements" pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this press release, regarding the proposed Business Combination, the ability of the parties to consummate the proposed Business Combination, the benefits and timing of the proposed Business Combination, as well as the combined company's strategy, future operations and financial performance, estimated financial position, estimated revenues and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management are forward-looking statements. These forward-looking statements generally are identified by the words "budget," "could," "forecast," "future," "might," "outlook," "plan," "possible," "potential," "predict," "project," "seem," "seek," "strive," "would," "should," "may," "believe," "intend," "expects," "will," "projected," "continue," "increase," and/or similar expressions that concern BRPM's or FaZe Clan's strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the management of BRPM's and FaZe Clan's belief or interpretation of information currently available.
These forward-looking statements are based on various assumptions, whether or
not identified herein, and on the current expectations of BRPM's and FaZe Clan's
management and are not predictions of actual performance. Because
forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions,
whether or not identified in this press release, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict.
Many factors could cause actual results and condition (financial or otherwise)
to differ materially from those indicated in the forward-looking statements,
including but not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of negotiations and any
subsequent definitive agreements with respect to the proposed Business
Combination; (2) the outcome of any legal proceedings or other disputes that may
be instituted against BRPM, FaZe Clan, the combined company or others; (3) the
inability to complete the proposed Business Combination due to the failure to
obtain approval of the stockholders of BRPM, to satisfy the minimum cash
condition following redemptions by BRPM's public stockholders, to obtain certain
governmental and regulatory approvals or to satisfy other conditions to closing;
(4) changes to the proposed structure of the proposed Business Combination that
may be required or appropriate as a result of applicable laws or regulations,
including the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed Business Combination;
(5) the ability to meet stock exchange listing standards following the
consummation of the proposed Business Combination; (6) the risk that the
proposed Business Combination disrupts current plans and operations of BRPM or
FaZe Clan as a result of the announcement and consummation of the proposed
Business Combination; (7) the ability to recognize the anticipated benefits of
the proposed Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management, key employees and talents; (8) costs related to the proposed
Business Combination; (9) changes in applicable laws or regulations, including
changes in domestic and foreign business, market, financial, political, and
legal conditions; (10) the possibility that BRPM, FaZe Clan or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID 19 on BRPM's or FaZe Clan's
business and/or the ability of the parties to complete the proposed Business
Combination; (12) the inability to complete the PIPE investments in connection
with the proposed Business Combination; and (13) other risks and uncertainties
set forth in BRPM's Form S-1 and in subsequent filings with the
3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Amendment No. 2, datedMarch 10, 2022 , to the Agreement and Plan of Merger, dated as ofOctober 24, 2021 by and amongB. Riley Principal 150 Merger Corp. ,BRPM Merger Sub, Inc. andFaZe Clan, Inc. 10.1 Bridge Loan Agreement, datedMarch 10, 2022 . 10.2 Term Promissory Note, datedMarch 10, 2022 10.3† Pledge and Security Agreement, datedMarch 10, 2022 10.4 Form of Intercreditor Agreement, datedMarch 10, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† The schedules and similar attachments to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5).B. Riley undertakes to furnish supplementally a copy of any omitted schedule or attachment to theSEC upon its request. 4
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