Item 8.01 Other Events. Entry into Purchase Agreement
On
Pursuant to the Purchase Agreement, the Purchaser will pay an aggregate purchase
price of approximately
Each party's obligation to consummate the Transactions pursuant to the Purchase Agreement is subject to customary closing conditions as set out therein, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the parties; (ii) performance in all material respects by each of the parties of its covenants and agreements; (iii) receipt of certain third-party consents; and (iv) the absence of any law or order from any governmental entity prohibiting consummation of the Transaction. The parties expect that the transfer of all of the commercial loan interests held by the Sellers will be completed by the end of the second quarter of 2022.
The Purchase Agreement includes certain customary termination rights for each of the Sellers and the Purchaser.
Press Release
On
The information in Item 8.01 to this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Item 8.01 to this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed incorporated by reference into any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this report are listed in the Exhibit Index below and are incorporated by reference herein.
Exhibit Index Exhibit No. Exhibit Description 99.1 Press Release, datedApril 25, 2022 104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)
Forward- Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Exchange Act and Private Securities Litigation Reform Act, as amended,
including those relating to the expected consummation of the Transactions and
other statements that are predictive in nature. These forward-looking statements
are based on current expectations, forecasts and projections about the
Transactions, industry and markets in which the Company operates and
management's current beliefs and assumptions. These statements may be identified
by the use of forward-looking expressions, including, but not limited to,
"expect," "anticipate," "intend," "plan," "believe," "estimate," "potential,"
"predict," "project," "should," "would" and similar expressions and the
negatives of those terms. These statements relate to future and involve known
and unknown risks, uncertainties, and other factors which may cause actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include those set forth in the Company's filings with
the
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