Item 1.01 Entry into a Material Definitive Agreement
Equity Purchase Agreement
On
The completion of the Transaction is subject to customary closing conditions, including, among others: (i) the completion of the Reorganization (as defined in the Purchase Agreement), (ii) the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law restraining, enjoining or prohibiting the Transaction, (iv) the accuracy of the other party's representations and warranties contained in the Purchase Agreement (subject to customary materiality qualifiers) and (v) the other party's compliance with its covenants and agreements contained in the Purchase Agreement (subject to customary materiality qualifiers).
The Buyer's obligations under the Purchase Agreement are not conditioned on the receipt of financing. The Buyer has obtained an equity commitment ("Equity Commitment") from affiliates of the Sponsor to fund amounts that may be required by the Buyer for the consummation of the Transaction, including (i) to pay the Purchase Price and (ii) to pay fees and expenses incurred by the Buyer in connection with the Transaction.
The Purchase Agreement contains certain termination rights of the parties,
including if (i) the closing of the Transaction has not occurred on or prior to
Both Beacon and the Buyer have agreed to indemnify each other for losses resulting from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations.
The foregoing description of the Purchase Agreement is qualified in its entirety by the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about Beacon, the Company or Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Beacon, the Company or Buyer 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 Purchase Agreement, which subsequent information may or may not be fully reflected in Beacon's public disclosures.
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Item 7.01 Regulation FD Disclosure
A copy of the press release announcing, among other things, Beacon's execution of the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The forward-looking statements contained in this Form 8-K (including the exhibits thereto) are qualified by the information contained under the heading "Forward-Looking Statements" in the press release furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 (including the exhibit hereto) is being furnished under "Item 7.01. Regulation FD Disclosure." Such information (including the exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Equity Purchase Agreement, dated as ofDecember 20, 2020 , by and betweenBeacon Roofing Supply, Inc. andASP Sailor Acquisition Corp. (pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits, schedules and similar attachments have been omitted; exhibits, schedules and other attachments will be provided to theSecurities and Exchange Commission upon request). 99.1Beacon Roofing Supply, Inc. press release datedDecember 21, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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