DIAD HLDG Item 1.01. Entry into a Material Definitive Agreement
As previously announced, on
Note Purchase Agreement
On
The closing of the Note Purchase Agreement is contingent upon the substantially
concurrent consummation of the Business Combination and other customary closing
conditions, including the accuracy of representations and warranties, compliance
with laws, the absence of any proceedings or litigation that would prevent the
closing of the Note Purchase Agreement, the performance of all obligations in
the Note Purchase Agreement, and the absence of a material adverse effect on
DHHC or GSH. The purpose of the
The Note Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party thereto. The representation, warranties and covenants contained therein were made only for the purposes of the Note Purchase Agreement, and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations set forth therein.
Pursuant to the Note Purchase Agreement, the Issuer is obligated to prepare and
file, no later than thirty (30) calendar days after the closing of the Note
Purchase Agreement (the "Filing Deadline"), a registration statement to register
the resale of the Notes and the UHG Class A Common Shares and any other
securities of the Issuer that are issuable pursuant to the conversion or
exercise of the Notes (together, the "
2
The Note Purchase Agreement also requires that for so long as the UHG Class A Common Shares and Notes held by the Investors, together with their affiliates and permitted transferees, comprise at least 5% of the outstanding UHG Class A Common Shares of the Issuer on an as-converted basis, the Issuer will be required to obtain the prior written consent of Investors holding at least 75% of the Notes outstanding at the applicable time for any of the following actions: materially changing the principal business of the Issuer and its subsidiaries or entering into new lines of business or exiting the Issuer's and its subsidiaries' current line of business; entering into an agreement with respect to a change of control transaction involving the Issuer; consummating any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer or any of its subsidiaries or filing a petition under bankruptcy or insolvency law; changing the governing documents or capital structure of the Issuer or any of its subsidiaries in a manner that adversely affects the Investors; authorizing, creating, or issuing any class or series of equity securities or other capital stock of the Issuer that ranks senior to the shares underlying the Notes with respect to payment of dividends or distribution . . .
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 of this Current Report with respect to the Notes is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information in Item 1.01 of this Current Report with respect to the Note Purchase Agreement and the Subscription Agreements is incorporated herein by reference. The Notes that will be issued to the Investors will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report"), and incorporated into this Item 7.01 by reference, is a press release
issued by DHHC on
The information under this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.
5
Additional Information and Where to Find it
This Current Report on Form 8-K relates to a proposed transaction between DHHC
and GSH and may be deemed to be solicitation material in respect of the proposed
transactions contemplated by the Business Combination Agreement. In connection
with the Business Combination, DHHC filed the Definitive Proxy with the
Participants in Solicitation
DHHC and GSH and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from DHHC's stockholders in favor of
the approval of the proposed transactions. Information about DHHC's directors
and executive officers and their ownership of DHHC's securities is set forth in
DHHC's filings with the
This Current Report on 8-K does 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 any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Caution Concerning Forward-Looking Statements
Certain statements, estimates, targets and projections in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between DHHC and GSH. Forward looking statements generally relate to future events or involving, or future performance of, DHHC or GSH. For example, statements regarding anticipated growth in the industry in which GSH operates and anticipated growth in demand for GSH's products, projections of GSH's future financial results and other metrics, the satisfaction of closing conditions to the proposed transaction between DHHC and GSH and the timing of the completion of the proposed transaction are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by DHHC and its management, and GSH and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (i) the risk that the proposed transaction may not be completed
in a timely manner or at all, which may adversely affect the price of DHHC's
securities; (ii) the risk that the proposed transaction may not be completed by
DHHC's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by DHHC; (iii) the lack
of a third party valuation in determining whether or not to pursue the proposed
transaction; (iv) the amount of the costs, fees, expenses and other charges
related to the proposed transaction; (v) the outcome of any legal proceedings
that may be instituted against DHHC, GSH, the combined company or others
following the announcement of the business combination agreement relating to the
proposed transaction, the ancillary agreements contemplated thereby and the
transactions contemplated thereby; (vi) the inability to complete the proposed
transaction due to the failure to obtain approval of the stockholders of DHHC or
DHHC's failure to satisfy other conditions to closing; (vii) the risk that DHHC
will not be able to raise third-party financing to meet the Minimum Cash
Condition (as defined in the Registration Statement) if redemptions of DHHC
public shares cause the DHHC trust account to have insufficient funds (after
giving effect to redemptions) to achieve the Minimum Cash Condition; (viii)
changes to the proposed structure of the proposed transaction that may be
required or appropriate as a result of applicable laws or regulations; (ix) the
ability to meet stock exchange listing standards following the consummation of
the proposed transaction; (x) the risk that the proposed transaction disrupts
current plans and operations of GSH or diverts management's attention from GSH's
ongoing business; (xi) the ability to recognize the anticipated benefits of the
proposed transaction, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, and
maintain relationships with customers and suppliers; (xii) costs related to the
proposed transaction; (xiii) changes in applicable laws or regulations; (xiv)
the possibility that GSH or the combined company may be adversely affected by
other economic, business, regulatory, and/or competitive factors such as rising
interest rates or an economic downturn; (xv) GSH's estimates of expenses and
profitability; (xvi) the evolution of the markets in which GSH competes; (xvii)
the ability of GSH to implement its strategic initiatives; and (xviii) other
risks and uncertainties set forth in the section entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in DHHC's Annual Report
on Form 10-K for the year ended
6
Readers are cautioned not to put undue reliance on forward-looking statements, and DHHC and GSH assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither DHHC nor GSH gives any assurance that either DHHC or GSH will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by DHHC or GSH or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Convertible Promissory Note Purchase Agreement, datedMarch 21, 2023 99.1 Press Release, datedMarch 21, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 7
© Edgar Online, source
