Item 7.01 Regulation FD Disclosure
On
As announced in the Press Release,
The information under this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached
hereto are being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall such information or exhibits be incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filings, except as
shall be expressly set forth by specific reference in such a filing. The
furnishing of Exhibit 99.1 and Exhibit 99.2 attached hereto is not intended to
constitute a determination by
Item 8.01 Other Events
PrimaLoft
On
Prior to closing certain equity holders of the Seller will have a portion of
their equity in Seller redeemed in exchange for equity of PrimaLoft in order to
facilitate a rollover of such PrimaLoft equity (the "Rollover Shares") into
Buyer will obtain a buy-side representation and warranty insurance policy and, other than in the case of fraud, such policy will be Buyer's sole remedy with respect to breaches of representations and warranties made to Buyer.
The Purchase Agreement contains customary representations, warranties and
covenants. Each party's obligation to consummate the Purchase Agreement is
subject to certain conditions, including, but not limited to (i) subject to
certain exceptions, the accuracy of the representations and warranties of the
other party, (ii) performance in all material respects by the other party of its
covenants and agreements, (iii) the absence of any action or order issued by any
governmental entity preventing consummation of the transaction and (iv) the
expiration or termination of all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Buyer's
obligation to consummate the Purchase Agreement is also subject to (i) there
being no material adverse effect occurring prior to closing and (ii) certain
employees of PrimaLoft complying with their respective restrictive covenant
agreements. The transaction is expected to close in
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The Company has delivered to the Seller a fully executed limited guaranty in favor of the Seller as of the date hereof with respect to certain of Buyer's obligations under the Purchase Agreement.
The foregoing brief description of the Purchase Agreement is not meant to be exhaustive and is qualified in its entirety by the Purchase Agreement itself, which is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 99.1 Press Release of CODI datedJune 6, 2022 . 99.2 Investor Presentation, datedJune 6, 2022 . 99.3 Stock Purchase Agreement, datedJune 4, 2022 , between VP PrimaLoftHoldings, LLC andRelentless Intermediate, Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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