Item 1.01. Entry into a Material Definitive Agreement
On
Upon the consummation of the transactions contemplated by the Merger Agreement
(the "Closing"), Merger Sub I will merge with and into Digit (the "First
Merger"), and upon consummation of the First Merger, Merger Sub I will cease to
exist, and Digit will become a wholly-owned subsidiary of the Company. As part
of the same overall transaction, promptly after the First Merger, the surviving
corporation of the First Merger (the "
Pursuant to the terms and subject to the conditions set forth in the Merger
Agreement, including customary purchase price adjustments, the aggregate
consideration payable in exchange for all of the outstanding equity interests of
Digit pursuant to the Merger Agreement is approximately
The Merger Agreement contains customary representations, warranties and covenants by the Company, Digit and the Merger Subs.
The closing of the Mergers is subject to customary closing conditions,
including, among other things, (i) the adoption of the Merger Agreement and
approval of the Mergers in accordance with
The Merger Agreement may be terminated (i) by mutual agreement of the Company
and Digit, (ii) by the Company, if Digit's stockholders do not adopt the Merger
Agreement and approve the Merger within two (2) hours after the execution of the
Merger Agreement, (iii) by the Company or Digit, if the closing of the Merger
has not occurred on or before
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and securityholders
with information regarding its terms. It is not intended to provide any other
factual information about
The information disclosed in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of
The information disclosed in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 8.01. Other Events
The Company announced that it has obtained a commitment to finance the Cash Consideration, through a financing facility secured by the residual cash flows from its securitizations.
On
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The Company announced that it will hold an investor call and webcast at
investor.oportun.com on
Also on
Forward Looking Statements
This Current Report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements as to the expected opportunities, terms, timing, completion and effects of the proposed acquisition of Digit. Such forward-looking statements often contain words such as "assume," "will," "anticipate," "believe," "predict," "project," "potential," "contemplate," "plan," "forecast," "estimate," "expect," "intend," "is targeting," "may," "should," "would," "could," "goal," "seek," "hope," "aim," "continue" and other similar words or expressions or the negative thereof or other variations thereon. Statements regarding future events are based on the parties' current expectations and are necessarily subject to associated risks related to, among other things, conditions to the Closing may not be satisfied or waived in an timely manner or at all, including that a governmental entity may prohibit, delay or refuse to grant a regulatory approval or that regulatory approval is obtained subject to conditions that are not anticipated, the potential impact on the business of the Company or the Company's relationships with customers or partners due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, and general economic conditions, many of which are beyond the Company and Digit's control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of the Company's most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and the Company undertakes no obligation to revise or update any forward-looking statements for any reason.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Agreement and Plan of Reorganization, dated as of November 15, 2021, by and among Oportun Financial Corporation, Yosemite Merger Acquisition Corp., Yosemite Acquisition Sub, LLC, Hello Digit, 2.1 Inc. and Shareholder Representative Services LLC * 99.1 Press Release dated November 16 , 2021 99.2 Investor Presentation 99.3 Company Blog Post Cover Page Interactive Data File embedded within the Inline XBRL 104 document
*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant agrees to furnish supplementally to the
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