Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2020, DENTSPLY SIRONA Inc. (the "Company") entered into an
Equity Purchase Agreement (the "Purchase Agreement") with Straight Smile, LLC, a
Delaware limited liability company ("Straight Smile"), the members of Straight
Smile (the "Straight Smile Members") and Member Representative SSB, LLC, a
Wyoming limited liability company, in its capacity as the Equityholder
Representative, pursuant to which the Company acquired 100% of the outstanding
membership interest of Straight Smile (the "Transaction").
Pursuant to the terms of the Purchase Agreement, the Company paid $1,040,000,000
in cash, as consideration to the Straight Smile Members in exchange for the sale
of their membership units, payable at the closing of the transactions
contemplated by the Purchase Agreement, subject to customary adjustments for
indebtedness (net of cash), transaction expenses and changes to working capital.
The Purchase Agreement contains customary representations and warranties and
covenants of each of the parties and related indemnification obligations.
The Transaction closed on December 31, 2020.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Purchase Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K, the terms of which are
incorporated herein by reference.
The Purchase Agreement is attached as Exhibit 2.1 in accordance with the rules
of the Securities and Exchange Commission. It is not intended to provide any
financial or other information about Straight Smile, the Company or their
respective subsidiaries and affiliates. In particular, the assertions embodied
in the representations and warranties contained in the Purchase Agreement are
qualified by information in confidential disclosure schedules provided by each
party in connection with the signing of the Purchase Agreement. These
confidential disclosure schedules contain information that modifies, qualifies
and creates exceptions to the representations and warranties set forth in the
Purchase Agreement. Moreover, certain representations and warranties in the
Purchase Agreement were used for the purpose of allocating risk between the
parties rather than establishing certain matters as facts. The Company's
investors and security holders should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of Straight Smile, the Company or any of
their respective subsidiaries or affiliates.
Item 8.01 Other Information.
On January 4, 2021, the Company issued a press release announcing the execution
of the Purchase Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
In addition, on January 4, 2021, the Company provided supplemental information
regarding the transaction in connection with presentations to analysts and
investors. A copy of the investor presentation is attached hereto as Exhibit
99.2 and incorporated herein by reference.
The information furnished in Item 8.01 to this Form 8-K, including Exhibits 99.1
and 99.2, shall not be deemed "filed" for 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, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Equity Purchase Agreement, dated as of December 31, 2020, by and
among Dentsply Sirona Inc., Straight Smile, LLC, the members of
Straight Smile, LLC and Member Representative SSB, LLC
99.1 DENTSPLY SIRONA Inc. press release, dated January 4, 2021
99.2 Investor Presentation, dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses