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Select Interior Concepts Inc | NASDAQ:SIC | NASDAQ | Common Stock |
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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a proposal to adopt and approve the Merger Agreement (the “Merger Proposal”);
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a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to SIC’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and
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a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
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Adoption and Approval of the Merger Agreement. To vote on a proposal to adopt and approve the Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) by and among SIC, Astro Stone Intermediate Holding, LLC, a Delaware limited liability company (“Parent”), and Astro Stone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into SIC, with SIC surviving as a wholly-owned subsidiary of Parent (such merger, the “Merger” and such proposal, the “Merger Proposal”);
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Advisory Compensation Proposal. To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to SIC’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and
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Adjournment Proposal. To vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
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By Order of the Board of Directors,
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L.W. Varner, Jr.
Chief Executive Officer
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Atlanta, Georgia
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September 15, 2021
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to vote on a proposal to adopt and approve the Merger Agreement (such proposal, the “Merger Proposal”);
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to vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to SIC’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and
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to vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
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each outstanding Company RSU (as defined below) and share of Restricted Stock (as defined below), whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled and the Company will pay each such holder at or promptly after the Effective Time an amount in cash equal to the Merger Consideration per share of Common Stock;
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each outstanding Company PSU (as defined below), whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled and the Company will pay each such holder at or promptly after the Effective Time an amount in cash equal to the Merger Consideration per share of Common Stock;
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SIC’s executive officers have arrangements with SIC that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits in the event of a qualifying termination of employment following the completion of the Merger; and
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SIC’s executive officers and directors have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the Merger for a period of at least six (6) years.
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the SIC stockholders must have approved the Merger Proposal in accordance with the DGCL;
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any applicable waiting period under the HSR Act relating to the Merger must have expired or been terminated and no timing agreements prohibiting the consummation of the Merger being in effect; and
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no governmental authority has enacted, issued, promulgated, enforced or entered any injunction, judgment, action or order (whether temporary, preliminary or permanent), or any applicable law that restrains, enjoins, makes illegal, or otherwise prohibits the consummation of the Merger or the other transactions contemplated by the Merger Agreement (such other transactions, together with the Merger, collectively, the “Transactions”) that will still be in effect.
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The accuracy of the representations and warranties of SIC:
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regarding capitalization of SIC (as set forth in specified sections of the Merger Agreement) must be true and correct in all respects at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which must be so true only as of such time), except where the failure to be so true and correct in all respects would not reasonably be expected to result in any cost, expense, liability or other loss to SIC (or the Surviving Corporation) or Parent, individually or in the aggregate, in excess of $1,000,000;
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regarding certain aspects of corporate existence and power, corporate authorization, certain aspects of capitalization, brokers and opinions of financial advisors must be true and correct in all material respects (disregarding, and without giving effect to all materiality or “Material Adverse Effect” or similar qualifications therein) at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which will be true only as of such time); and
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each of the other representations and warranties of SIC set forth in the Merger Agreement (disregarding, and without giving effect to all materiality or “Material Adverse Effect” or similar qualifications therein) must be true at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which will be true only as of such time), with only such exceptions to such other representations and warranties as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SIC;
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SIC must have performed and complied with, in all material respects all of its covenants and obligations under the Merger Agreement required to be performed and complied with by it at or prior to the Effective Time;
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since the date of the Merger Agreement, there must have been no fact, change, event, circumstance, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect on SIC; and
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Parent must have received a certificate signed by a duly authorized executive officer of SIC certifying to the matters contemplated by immediately preceding bullets.
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each of Parent and Merger Subsidiary must have performed and complied with, in all material respects all of its covenants and obligations under the Merger Agreement required to be performed and complied with by it at or prior to the Effective Time;
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the representations and warranties of Parent relating to corporate existence and power, corporate authorization and brokers set forth in the Merger Agreement must be true and correct in all material respects at and as of the Closing as if made at and as of such time, as of the date of the Closing (except to the extent such representations and warranties are expressly made as of a specific time, in which case such representations and warranties must be so true and correct only as of such time);
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each of the other representations and warranties of Parent contained in the Merger Agreement (disregarding, and without giving effect to, all materiality and Parent Material Adverse Effect or similar qualifications therein) was true and correct as of the date of the Closing as if made at and as of such time (except to the extent such representations and warranties are expressly made as of a specific time, in which case such representations and warranties must so true and correct as of such specific time), with only such exceptions to such other representations and warranties as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and
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SIC must have received a certificate signed by a duly authorized executive officer of Parent certifying to the matters contemplated by the immediately preceding bullets.
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was required to, and to cause its subsidiaries and its and their respective directors, officers, employees and their other Representatives to, cease immediately and cause to be terminated any and all existing activities, communications, discussions or negotiations, if any, with any third party and its representatives conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal (as defined in the Merger Agreement), and to cease providing any further information with respect to SIC or any such Acquisition Proposal to any such third party;
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was required to promptly request that all copies of all confidential information that SIC, any of its subsidiaries or any of its or their Representatives have distributed or made available to any such third party in connection with their consideration of any Acquisition Proposal (and all analyses and other materials prepared by or on behalf of such third party that contains, reflects or analyzes that information) be promptly destroyed or returned to the extent required by any confidentiality or similar agreement with such third party; and
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was required to cause any physical or virtual data room to no longer be accessible to or by any such third party.
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SIC will not, and will cause its subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to:
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solicit, initiate or knowingly take any action to facilitate or encourage, directly or indirectly, the submission of any Acquisition Proposal;
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enter into or participate in any discussions or negotiations with, furnish any non-public information relating to SIC or any of its subsidiaries or afford access to the business, properties, assets, books or records of SIC or any of its subsidiaries to any third party in furtherance of any expression of interest, proposal or offer that constitutes or could reasonably be expected to result in an Acquisition Proposal;
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fail to make, or withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or approve, endorse or recommend an Acquisition Proposal, or any proposal that would reasonably be expected to lead to an Acquisition Proposal, or make any public statement inconsistent with the Company Board Recommendation) (any of the foregoing described in this bullet, an “Adverse Recommendation Change”);
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amend, modify or grant any waiver or release under, or fail to enforce, any standstill or similar agreement of SIC or any of its subsidiaries; or
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enter into any agreement in principle, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement (as defined in the Merger Agreement) permitted by the Merger Agreement) (any such agreement, an “Alternative Acquisition Agreement”).
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make inquiries solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal; and
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if the SIC Board determines in good faith, after consultation with SIC’s outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and the failure to take the actions described in this bullet could be inconsistent with its fiduciary duties pursuant to applicable law, then SIC and its Representatives, may (A) engage in negotiations or discussions with the third party and its Representatives making such Acquisition Proposal; and (B) furnish to such third party or its Representatives non-public information relating to SIC or any of its subsidiaries or afford access to the business, properties, assets, books or records of SIC or any of its subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such third party.
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any Acquisition Proposal;
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any requests for non-public information relating to the Company or any of its subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its subsidiaries by any third party that could reasonably be expected to make, or has made an Acquisition Proposal; or
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any discussions or negotiations that are sought to be initiated or continued with the Company or any of its Subsidiaries or any of its or their respective Representatives from any person (other than Parent) with respect to any Acquisition Proposal or proposal that could reasonably be expected to result in an Acquisition Proposal, including in such notification a copy (if in writing) of documents or written summary of material terms (if oral) relating to such expression of interest, proposal, offer or request for information, and the identity of the Person from which such expression of interest, proposal, offer or request for information was received.
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the status and material developments relating to any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal including any copies (if in writing) of documents or written summaries of material terms (if oral) of any proposed agreements and amendments or modifications thereto, and a copy of any other documents provided by the relevant counterparty relating thereto, of any such Acquisition Proposal or any proposal that could reasonably be expected to result in an Acquisition Proposal; and
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the status of any discussions or negotiations regarding any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal, and in the case of any material modification to the terms of any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal, SIC will notify Parent of such material modification within twenty-four (24) hours of SIC’s or any of its Subsidiaries’ or any of its or their respective Representatives’ knowledge of any such material modification.
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SIC notifies Parent in writing of its intent to take such action, which notice shall specify the identity of the person making any Superior Proposal and the material terms and conditions thereof (including any proposed draft Alternative Acquisition Agreement and any other material documents relating to such Superior Proposal); and
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if requested by Parent, SIC will, and will cause its Representatives to, negotiate with Parent and its Representatives in good faith for a period ending at 11:59 p.m. (New York City time) on the fourth (4th) business day after the date of such notice (the “Notice Period”) to amend the terms and conditions of the Merger Agreement such that the Superior Proposal giving rise to such notice would no longer constitute a Superior Proposal.
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SIC notifies Parent in writing of its intent to take such action, which notice will specify the fact, event change or development in circumstances giving rise to an Intervening Event; and
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if requested by Parent, SIC will, and will cause its Representatives to, negotiate with Parent and its Representatives in good faith for the Notice Period to amend the terms and conditions of the Merger Agreement such that the Intervening Event giving rise to such notice would no longer provide the basis for an Adverse Recommendation Change.
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the Merger has not been consummated on or before December 31, 2021 (the “End Date”); provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party to the Merger Agreement if the failure of the Merger to be consummated by such time was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement;
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(i) any injunction, judgement, action or order by a court of competent jurisdiction is permanently in effect that restrains, enjoins, makes illegal or otherwise prohibits consummation of the Merger and has become final and non-appealable, or (ii) any other applicable law has been enacted, entered, enforced or deemed applicable to the Merger that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger; provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party to the Merger Agreement if the enactment, issuance, promulgation, enforcement or entry of any such injunction, judgement, action or order, or such injunction, judgement, action or order becoming final and non-appealable, was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement; or
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at the Special Meeting (including any adjournment or postponement thereof), the approval of the Merger Proposal will not have been obtained; provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party thereto if the failure to obtain approval of the Merger Proposal at the Special Meeting (or any adjournment or postponement thereof) was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement.
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an Adverse Recommendation Change has occurred; or
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(i) there has been a breach of or failure to perform any covenant or agreement on the part of SIC set forth in the Merger Agreement or (ii) any representation or warranty of SIC set forth in the Merger Agreement has become inaccurate or been breached, and such breach, failure or inaccuracy would (A) preclude certain closing conditions contained in the Merger Agreement from being satisfied, and (B) such breach, failure to perform or inaccuracy is not curable within thirty (30) days or, if curable, is not cured by the End Date; provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to Parent if Parent is then in breach of any covenant, agreement, representation or warranty contained in the Merger Agreement which breach would result in a failure of a condition precedent to SIC’s obligation to consummate the Transactions.
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prior to the SIC stockholder’s approval of the Merger Proposal, SIC enters into a definitive Alternative Acquisition Agreement concerning a Superior Proposal, and, concurrently with and as a condition to such termination, SIC pays the Termination Fee;
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(i) there has been a breach of or failure to perform any covenant or agreement on the part of Merger Subsidiary or Parent set forth in the Merger Agreement or (ii) any representation or warranty of Merger Subsidiary and Parent set forth in the Merger Agreement becomes inaccurate or been breached, and such breach, failure or inaccuracy would (A) preclude certain closing conditions contained in the Merger Agreement from being satisfied and (B) such breach, failure to perform or inaccuracy is not curable within thirty (30) days or, if curable, is not cured by the End Date; provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to SIC if SIC is then in breach of any covenant, agreement, representation or warranty contained in the Merger Agreement which breach would result in a failure of a condition precedent to Parent’s and Merger Subsidiary’s obligation to consummate the Transactions; or
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(i) all of Parent’s and Merger Subsidiary’s conditions to the Closing were satisfied or waived as of the date that the Closing should otherwise have been consummated pursuant to the terms of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which would have been satisfied if the Closing had occurred at such time), (ii) SIC has irrevocably confirmed to Parent in writing that (A) all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived and (B) SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation, and (iii) Parent fails to complete the Closing within such three (3) business day period, provided, that such conditions precedent to the obligation of Parent and Merger Subsidiary to close the Transactions remain satisfied and such confirmation remains in full force and effect at the close of business on such third business day.
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Parent terminates the Merger Agreement as a result of the SIC Board making an Adverse Recommendation Change; or
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SIC terminates the Merger Agreement as a result of SIC entering into a definitive Alternative Acquisition Agreement concerning a Superior Proposal.
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the Merger Agreement is terminated:
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by Parent because the Merger is not consummated before the End Date;
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by SIC because the Merger is not consummated before the End Date and the failure of the Merger to be consummated before the End Date did not result from a breach of the Merger Agreement by Parent that would give SIC the right to validly terminate the Merger Agreement;
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by Parent because SIC breached or failed to perform any covenant or agreement contained in the Merger Agreement and such breach or failure to perform (A) would preclude certain closing conditions contained in the Merger Agreement from being satisfied, and (B) is not curable within thirty (30) days or, if curable, is not cured by the End Date; and
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each of the following conditions are satisfied:
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after the date of the Merger Agreement and prior to such termination, an Acquisition Proposal is publicly announced or otherwise communicated to the SIC Board or the SIC stockholders and, in either case, is not withdrawn; and
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within twelve (12) months following such termination, SIC or any of its subsidiaries enters into a definitive agreement providing for, or consummates an Acquisition Proposal (provided that for purposes of this bullet, each reference to “20%” contained in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”) then immediately prior to or currently with the entry into such definitive agreement, SIC will pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee.
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the Merger Agreement is terminated by SIC or Parent because the Company Stockholder Approval is not obtained at the Special Meeting; and
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each of the following conditions are satisfied:
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after the date of the Merger Agreement and prior to the Special Meeting, an Acquisition Proposal is publicly announced or otherwise communicated to the SIC Board or the SIC stockholders and, in either case, is not withdrawn; and
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within twelve (12) months following the date of the Merger Agreement’s termination, SIC enters into a definitive agreement providing for, or consummates an Acquisition Proposal (provided, however, that for purposes of this bullet and the immediately preceding bullet, each reference to “20%” contained in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”) (in which case the Termination Fee is payable immediately prior to or currently with the entry by SIC or a subsidiary thereof into such definitive agreement).
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all of Parent’s and Merger Subsidiary’s conditions to the Closing were satisfied or waived as of the date that the Closing should otherwise have been consummated pursuant to the terms of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which would have been satisfied if the Closing had occurred at such time);
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SIC has irrevocably confirmed to Parent in writing that (A) all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived and (B) SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation; and
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Parent fails to complete the Closing within such three (3) business day period, provided, that such conditions to the obligation of Parent and Merger Subsidiary to close the Transactions remain satisfied and such confirmation remains in full force and effect at the close of business on such third business day.
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any applicable waiting period under the HSR Act relating to the Merger must have expired or been terminated and no timing agreements prohibiting the consummation of the Merger being in effect; and
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no governmental authority has enacted, issued, promulgated, enforced or entered any injunction, judgment, action or order (whether temporary, preliminary or permanent), or any applicable law that restrains, enjoins, makes illegal, or otherwise prohibits the consummation of the Transactions that will still be in effect.
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Why am I receiving this proxy statement?
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You are receiving this proxy statement because SIC has agreed to an all cash merger transaction. Pursuant to the Merger Agreement, at the Effective Time of the Merger, Merger Subsidiary will merge with and into SIC, the separate corporate existence of Merger Subsidiary will cease and SIC will continue as the surviving corporation in the Merger (the “Surviving Corporation”) as an indirect wholly owned subsidiary of Parent. The Merger Agreement governs the terms of the Merger of Merger Subsidiary and SIC and is attached to this proxy statement as Annex A.
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The Merger Agreement sets forth the terms and conditions of the proposed Merger. Under the Merger Agreement, Merger Subsidiary will merge with and into SIC, the separate corporate existence of Merger Subsidiary will cease and SIC will continue as an indirect wholly owned subsidiary of Parent. The Merger Agreement is attached to this proxy statement as Annex A. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, please see “The Merger” elsewhere in this proxy statement.
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What are SIC stockholders being asked to vote on?
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SIC is holding the Special Meeting to vote on the Merger Proposal, pursuant to which each outstanding share of Common Stock will be cancelled and converted into the right to receive the Merger Consideration. SIC stockholders will also be asked to approve the Advisory Compensation Proposal and the Adjournment Proposal.
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How important is my vote as a SIC stockholder?
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Your vote “FOR” each proposal presented at the Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible. The Merger cannot be completed without the approval of the Merger Proposal by the SIC stockholders.
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What constitutes a quorum, and what vote is required to approve each proposal at the Special Meeting?
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The holders of a majority of the outstanding shares of Common Stock as of the Record Date must be represented at the Special Meeting in person or by proxy in order to constitute a quorum. Virtual attendance by stockholders of record at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker, trust or other nominee and who fail to give voting instructions to their bank, broker, trust or other nominee will not be counted towards a quorum. Beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless they instruct their shares or hold a legal proxy executed by their bank, broker, trust or other nominee.
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How can I attend the Special Meeting?
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SIC stockholders as of the Record Date may attend, vote and submit questions virtually at the Special Meeting by logging in at www.virtualshareholdermeeting.com/SIC2021SM. To log in, SIC stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or notice. If you are not a SIC stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.
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Are there any stockholders who have already committed to voting in favor of any of the proposals at the Special Meeting?
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Yes. Immediately following the execution of the Merger Agreement, Parent and the Company entered into the Voting Agreements (copies of which are attached as Annexes D and E, respectively, to this proxy statement) with the B. Riley Stockholders and the Solace Stockholders, pursuant to which the B. Riley Stockholders and the Solace Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Common Stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof). The B. Riley Stockholders and the Solace Stockholders beneficially and collectively owned approximately 28.3% of the outstanding shares of Common Stock as of September 7, 2021. For more information, please see “The Merger Agreement—Voting Agreements.”
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What will SIC stockholders receive if the Merger is completed?
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If the Merger is completed, shares of Common Stock outstanding at the Effective Time will automatically be converted into right to receive the Merger Consideration of $14.50 per share in cash, unless the holder of such shares exercises and perfects its appraisal rights under the DGCL. Any Shares held by SIC as treasury stock or held by any of SIC’s subsidiaries, or that is held by Parent or any of its subsidiaries immediately prior to the Effective Time will automatically be cancelled and retired and will not be entitled to receive the Merger Consideration.
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How does the SIC Board recommend that I vote at the Special Meeting?
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The SIC Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. For additional information regarding the recommendation of the SIC Board, please see “The Merger—Recommendation of the SIC Board and its Reasons for the Merger.”
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Who is entitled to vote at the Special Meeting?
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All holders of shares of Common Stock who held shares at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. Each such holder of Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Common Stock that such holder owned of record as of the Record Date. Please see “Special Meeting of SIC’s Stockholders—Voting at the Special Meeting” for instructions on how to vote your shares without attending the Special Meeting.
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What is a proxy?
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A stockholder’s legal designation of another person to vote shares of such stockholder’s common stock at a special or annual meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of common stock is called a proxy card.
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How many votes do I have for the Special Meeting?
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Each SIC stockholder is entitled to one vote for each share of Common Stock held of record as of the close of business on the Record Date for each proposal. As of the close of business on the Record Date, there were 25,946,144 outstanding shares of Common Stock.
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What happens if the Merger is not completed?
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A:
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If the SIC stockholders do not approve the Merger Proposal or if the Merger is not completed for any other reason, SIC stockholders will not receive any merger consideration for their shares of Common Stock in connection with the Merger. Instead, SIC expects that its management will operate SIC’s business in a manner similar to that in which it is being operated today and SIC will remain an independent public company, the Common Stock will continue to be listed and traded on NASDAQ, the Common Stock will continue to be registered under the Exchange Act and SIC’s stockholders will continue to own their shares of the Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock. Under certain circumstances, if the Merger is not completed, SIC may be obligated to pay to Parent the Termination Fee or to reimburse Parent for certain expenses. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees and Expenses.”
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Q:
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How can I vote my shares and participate at the Special Meeting?
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A:
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If you are a SIC stockholder of record as of the close of business on the Record Date, you may submit your proxy before the Special Meeting in one of the following ways:
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Telephone-use the toll-free number shown on your proxy card;
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Internet-visit the website shown on your proxy card to vote via the Internet; or
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Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
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Q:
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How can I vote my shares without attending the Special Meeting?
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A:
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Whether you hold your shares directly as a stockholder of record of SIC or beneficially in “street name,” you may direct your vote by proxy without attending the Special Meeting. You can vote by proxy by mail, over the Internet or by telephone by following the instructions provided on the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trust or other nominee. Additional information on voting procedures can be found under “Special Meeting of SIC’s Stockholders.”
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Q:
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When and where is the Special Meeting? What must I bring to attend the Special Meeting?
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A:
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The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/SIC2021SM, on October 19, 2021, at 10:00 a.m., Eastern Standard Time. Online access will begin at 9:45 a.m., Eastern Time, and SIC encourages its stockholders to access the meeting prior to the start time.
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Q:
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What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?
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A:
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If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker, trust or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to SIC or by voting in person at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
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Q:
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If my shares of Common Stock are held in “street name” by my bank, broker, trust or other nominee, will my bank, broker, trust or other nominee automatically vote those shares for me?
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A:
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Under the rules of the NASDAQ, your bank, broker, trust or other nominee will only be permitted to vote your shares of Common Stock with respect to “non-routine” matters if you instruct your bank, broker, trust or other nominee how to vote. All of the proposals scheduled for consideration at the Special Meeting are “non-routine” matters. As a result, if you fail to provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present at the Special Meeting for purposes of determining a quorum and will not be voted on any of the proposals. If you provide voting instructions to your broker, bank or other nominee on one or more of the proposals but not on one or more of the other proposals, then your shares will be counted as present for the purposes of determining a quorum but will not be voted on any proposal for which you fail to provide instructions. To make sure that your shares are voted with respect to each of the proposals, you should instruct your bank, broker, trust or other nominee how you wish to vote your shares in accordance with the procedures provided by your bank, broker, trust or other nominee regarding the voting of your shares.
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Q:
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What should I do if I receive more than one set of voting materials for the Special Meeting?
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A:
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If you hold shares of Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Special Meeting.
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Q:
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If a stockholder gives a proxy, how are the shares of Common Stock voted?
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A:
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Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Common Stock in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Common Stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.
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Q:
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How will my shares of Common Stock be voted if I return a blank proxy?
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A:
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If you sign, date and return your proxy card and do not indicate how you want your shares of Common Stock to be voted, then your shares of Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.
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Q:
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Can I change my vote of shares of Common Stock after I have submitted my proxy?
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A:
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Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the meeting by:
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delivering to Broadridge Corporate Issuer Solutions a written notice, bearing a date later than the proxy, stating that you revoke the proxy;
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submitting a later-dated proxy relating to the same shares by mail, telephone or the internet prior to the vote at the meeting; or
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attending the meeting and voting (although attendance at the meeting will not, by itself, revoke a proxy).
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Q:
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If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker, trust or other nominee?
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A:
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If your shares are held in the name of a bank, broker, trust or other nominee and you previously provided voting instructions to your bank, broker, trust or other nominee, you should follow the instructions provided by your bank, broker, trust or other nominee to revoke or change your voting instructions.
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Q:
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Where can I find the voting results of the Special Meeting?
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A:
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The preliminary voting results for the Special Meeting will be announced at the Special Meeting. In addition, within four (4) business days of the Special Meeting, SIC intends to file the final voting results of the Special Meeting with the SEC on a Current Report on Form 8-K.
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Q:
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Am I entitled to appraisal rights?
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A:
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Yes. Under Section 262, a stockholder who does not vote in favor of the Merger Proposal will be entitled to seek appraisal of its shares if such stockholder takes certain actions and certain criteria are satisfied. For more information, see the section entitled “Appraisal Rights” and Annex F of this proxy statement.
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Q:
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Do any of the officers or directors of SIC have interests in the Merger that may differ from or be in addition to my interests as a SIC stockholder?
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A:
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Yes. In considering the recommendation of the SIC Board that SIC stockholders vote to approve the Merger Proposal, SIC stockholder should be aware that SIC’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of SIC stockholders generally. The SIC Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in unanimously recommending that the Merger Agreement be approved and adopted by SIC stockholders. See “The Merger—Interests of SIC’s Directors and Executive Officers in the Merger.”
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Q:
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Why am I being asked to vote on the Advisory Compensation Proposal?
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A:
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SEC rules require SIC to seek approval on a non-binding, advisory basis with respect to certain payments that will or may be made to SIC’s named executive officers in connection with the Merger. Approval of the Advisory Compensation Proposal is not required to complete the Merger.
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Q:
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What happens if I sell my shares of Common Stock after the Record Date but before the Special Meeting?
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A:
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The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.
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Q:
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When is the Merger expected to be completed?
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A:
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SIC and Parent are working to be in a position to complete the Merger as quickly as possible after the Special Meeting. SIC currently anticipates that the Merger will be completed in the fourth quarter of 2021. In order to complete the merger, we must obtain the required stockholder approval, any applicable waiting period under the HSR Act relating to the Merger must have expired or been terminated and no timing agreements prohibiting the consummation of the Merger being in effect and a number of other closing conditions under the Merger Agreement must be satisfied or waived. See “The Merger Agreement—Conditions to the Completion of the Merger.” Accordingly, there can be no assurances that the Merger will be completed at all, or if completed, that it will be completed in the fourth quarter of 2021.
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Q:
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What are the United States federal income tax consequences of the Merger to SIC U.S. stockholders?
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A:
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The receipt of cash by SIC stockholders in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in “The Merger—Certain U.S. Federal Income Tax Consequences of the Merger”) who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the Merger and (ii) the U.S. holder’s adjusted tax basis in its Common Stock exchanged therefor. Payments made to a non-U.S. holder in exchange for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless you have certain connection with the United States. Backup withholding may apply to the cash payment made pursuant to the Merger unless the stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).
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Q:
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What should I do now?
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A:
|
You should read this proxy statement carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope, or you may submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.
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Q:
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Whom do I call if I have questions about the Special Meeting or the Merger?
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A:
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If you are an SIC stockholder and have questions about the Special Meeting or the Merger, or desire additional copies of this proxy statement or additional proxy cards, you may contact SIC’s proxy solicitation agent:
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•
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the risk that Parent or SIC may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger;
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•
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the risk that a condition to Closing may not be satisfied;
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the length of time necessary to consummate the Merger, which may be longer than anticipated for various reasons;
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the financial performance of SIC through the completion of the Merger;
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risk that the proposed Merger disrupts SIC’s current operations;
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risks related to the disruption of management’s attention from ongoing operations due to the Merger;
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the amount of the costs, fees, expenses and charges related to the Merger Agreement;
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•
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limitations placed on SIC’s ability to operate its business under the Merger Agreement;
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the occurrence of any event that could give rise to the termination of the Merger Agreement, including under circumstances that require SIC to pay Parent a termination fee;
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•
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the risk that stockholder litigation in connection with the Merger Agreement may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability;
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•
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the effect of the announcement or pendency of the Merger on SIC’s ability to retain and hire key personnel and other employees or SIC’s business relationships (including customers and suppliers), operating results and business generally;
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•
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competitive pressures in the markets in which SIC competes;
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•
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changes in the costs and availability of transportation;
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•
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the competitive labor market and resulting employee turnover;
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•
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our involvement in legal and regulatory proceedings;
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•
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cybersecurity risks;
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•
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disruptions in our information technology systems;
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•
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labor disruptions; and
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•
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the other factors that are described from time to time in SIC’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See the section entitled “Where You Can Find More Information” for documents incorporated by reference into this proxy statement.
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•
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the Merger Proposal;
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•
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the Advisory Compensation Proposal; and
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•
|
the Adjournment Proposal.
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•
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Submitting a Proxy by Mail: If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided. If you sign and return your proxy card without indicating how you want your shares of Common Stock to be voted with regard to a particular proposal, your shares of Common Stock will be voted in favor of such proposal.
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•
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Submitting a Proxy by Telephone: You may submit a proxy to vote by telephone by calling the toll-free telephone number provided on your proxy card. Please have your proxy card available for reference because you will need the validation details that are located on your proxy card in order to submit your vote by proxy by telephone. If you submit your proxy to vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on October 18, 2021. Telephone voting is available 24 hours a day.
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Submitting a Proxy by Internet: To submit a proxy to vote over the Internet, go to the website on your proxy card and follow the steps outlined on the secured website. You will need the number included on your proxy card to obtain your records and to create an electronic voting instruction form. If you submit your proxy to vote over the Internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the Internet, you must do so prior to 11:59 p.m., Eastern Time, on October 18, 2021.
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Voting Virtually at the Special Meeting: To vote virtually at the Special Meeting, follow the instructions at www.virtualshareholdermeeting.com/SIC2021SM. If your shares are held by your bank, broker, trust or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a vote instruction form from your bank, broker, trust or other nominee seeking instruction from you as to how your shares should be voted. If you sign your proxy, but do not indicate how you wish to vote, your shares will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.
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submitting another proxy over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on October 18, 2021 or otherwise timely delivering a valid, later-dated proxy;
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timely delivering a written notice that you are revoking your proxy to SIC’s Corporate Secretary; or
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•
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attending the Special Meeting and voting. Your virtual attendance at the Special Meeting will not revoke your proxy unless you give written notice of revocation to SIC’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Special Meeting. If you are the beneficial owner of shares held in “street name,” you should contact your bank, broker, trust or other nominee with questions about how to change or revoke your voting instructions.
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determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of SIC and the SIC stockholders,
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approved, the execution, delivery and performance by SIC of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger,
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declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth therein and
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resolved to recommend that the stockholders of SIC vote to adopt the Merger Agreement and approve the Merger.
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The fact that the Merger Consideration is all cash, which provides certainty of value, while eliminating the effect of long-term business and execution risk to SIC stockholders, compared to continuing to operate SIC as a standalone entity.
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The Merger Consideration constitutes a premium of:
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approximately 32% based on the closing price per share of Common Stock on August 6, 2021 (the last trading day before the announcement of the Merger Agreement);
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approximately 54% based on the closing price per share of Common Stock on June 30, 2021 (the last trading day before the announcement that SIC was exploring strategic alternatives);
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approximately 62% based on the closing price per share of Common Stock on May 7, 2021 (the last trading day before the announcement of the sale of the RDS business segment); and
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approximately 45% based on the 30-day average closing price per share of Common Stock on July 29, 2021.
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The belief of the SIC Board, after a review of SIC’s current and historical financial condition, results of operations, prospects, business strategy, competitive position and industry, including the potential
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the SIC Board’s assessment of SIC’s historical and projected financial performance, including the Projections;
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the challenges and risks that SIC has faced, and would likely continue to face, if it remained a public company, including the inherent cyclicity and volatility of the residential homebuilding industry and repair and remodel activity, the highly competitive nature of the industry in which SIC operates and the ability of SIC to execute on its long-term strategies;
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the SIC Board’s belief that, after completion of the sale of the RDS business segment, SIC was engaged in a single line of business and that pursuing a divestiture of SIC’s remaining business was unlikely to be more attractive than the Merger;
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the limited trading volume of Common Stock in the market;
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the volatility in trading price of Common Stock, which has at times been uncorrelated with SIC’s financial performance, and the limited number of U.S. equity research analysts that publish research reports regarding SIC;
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the ongoing consolidation in the interior building products industry;
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the SIC Board’s belief that the market views SIC as a highly levered micro-cap company with limited organic growth prospects and few strategic peers to provide a comparative market valuation of SIC and that this view has been heightened since the sale of the RDS business to Blackstone;
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the additional costs and burdens as a public company and general market risks;
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the continued risk and uncertainty of COVID-19 on SIC’s business and financial results; and
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the other risks and uncertainties discussed under the heading “Risk Factors” in SIC’s most recently filed Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q.
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•
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The process undertaken by SIC, with the assistance of SIC’s senior management and legal and financial advisors, to evaluate potential strategic alternatives that created an opportunity for potentially interested parties to negotiate a transaction with SIC if such parties desired to do so, and the fact that the Merger Consideration was the highest value received in such process;
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The SIC Board’s belief that SIC, with the assistance of its legal and financial advisors, had negotiated the most favorable terms that Sun was willing to offer, including the highest price per share that Sun was willing to pay for SIC and the highest price reasonably available to SIC under the circumstances;
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•
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The separate financial presentations and opinions, each dated August 8, 2021, of RBC Capital Markets and Truist Securities to the SIC Board as to the fairness, from a financial point of view and as of such date, of the Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates), which opinions were based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as more fully described below under the heading “The Merger—Opinions of SIC’s Financial Advisors;”
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The terms of the Merger Agreement related to SIC’s ability to respond to unsolicited acquisition proposals, which the SIC Board determined would be unlikely to deter third parties from making a competing proposal by the provisions of the Merger Agreement, including because the SIC Board may, under certain circumstances, furnish information or enter into discussions in connection with an acquisition proposal if the failure to take such actions could be inconsistent with the SIC Board’s fiduciary duties. In this regard, the SIC Board considered that:
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subject to its compliance with the Merger Agreement and prior to the approval of the Merger Agreement by the SIC stockholders, the SIC Board can change its recommendation to the SIC stockholders with respect to the approval of the Merger Agreement if, among other things, it determines that such competing proposal constitutes or would reasonably be expected to lead to a superior proposal with respect to SIC; and
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while the Merger Agreement contains a Termination Fee that SIC would be required to pay to Parent in certain circumstances, the SIC Board believes that the Termination Fee is reasonable in light of such circumstances and the overall terms of the Merger Agreement and the extensive strategic process undertaken by SIC, consistent with fees in comparable transactions, and not preclusive of other offers. For further discussion regarding the circumstances in which SIC would be required to pay the Termination Fee, please see “The Merger Agreement—SIC’s Payment of Termination Fee” beginning on page 86.
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•
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The fact that the Merger will be subject to the approval of SIC stockholders.
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•
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The support of the Merger by the Solace Stockholders and B. Riley Stockholders, as evidenced by their execution of the Voting Agreements.
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•
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The reputation of Sun, including its history of successful acquisitions, and the SIC Board’s belief that Sun was highly likely to complete the Merger.
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•
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The fact that SIC stockholders who do not vote to adopt the Merger Agreement and who follow certain prescribed procedures would be entitled to seek appraisal under Delaware law.
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•
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The fact that if Parent fails to complete the Merger when required to do so under the Merger Agreement, SIC has the right under the Merger Agreement to pursue specific performance of Parent’s obligation to complete the Merger or to terminate the Merger Agreement and obtain payment by Parent of the Reverse Termination Fee of $30,847,500.
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•
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The terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants and the circumstances under which the Merger Agreement may be terminated, which the SIC Board considered in consultation with SIC’s legal advisors and viewed as reasonable. The SIC Board also reviewed and considered the limited number and nature of the conditions to the completion of the Merger.
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The fact that SIC stockholders will not participate in any future earnings or growth of SIC and will not benefit from any appreciation in value of SIC, including any appreciation in value that could be realized as a result of improvements to SIC’s operations.
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The possible diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the Merger.
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•
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The potential negative effect of the pendency of the transaction on SIC’s business, including its relationships with employees, customers, and suppliers, and the restrictions on the conduct of SIC’s business prior to completion of the Merger.
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•
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The risk that the Merger may not be completed despite the parties’ efforts or that completion of the Merger may be delayed, even if the requisite approval is obtained from SIC stockholders, including the possibility that conditions to the parties’ obligations to complete the Merger may not be satisfied (including the possibility that applicable regulatory approvals may not be obtained), and the potential resulting disruptions to SIC’s business.
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•
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The fact that regulatory approval is required to complete the Merger, which presents a risk that the consummation of the Merger may be delayed or that such approval may not be obtained at all.
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•
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The fact that, subject to certain limited exceptions, during the term of the Merger Agreement, SIC is prohibited from soliciting, initiating or knowingly facilitating or encouraging any inquiry, proposal, indication of interest or offer with respect to a competing proposal for SIC.
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•
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SIC’s obligation to pay to Parent the Termination Fee of $15,423,750 if the Merger Agreement is terminated under specified circumstances or to reimburse Parent for up to $2,056,500 of its expenses in the event the Merger Agreement is terminated because of a failure to obtain the Company Stockholder Approval; for more information, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 85.
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•
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The fact that SIC does not have the right to seek specific performance of Parent’s obligation to complete the Merger if the Debt Financing is not available.
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•
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The fact that the parties have incurred and will continue to incur significant transaction costs and expenses in connection with the Merger, regardless of whether the Merger is consummated.
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•
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The fact that the consideration received by SIC stockholders in the Merger will be taxable for U.S. federal income tax purposes.
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|
| |
Fiscal Year Ending December 31,
|
||||||||||||
(in millions of US dollars)
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
Net Revenue
|
| |
$269.3
|
| |
$299.9
|
| |
$330.2
|
| |
$361.6
|
| |
$393.4
|
Gross Profit
|
| |
$78.4
|
| |
$88.2
|
| |
$97.5
|
| |
$106.8
|
| |
$116.3
|
Adjusted EBITDA(1)
|
| |
$33.3
|
| |
$39.3
|
| |
$45.2
|
| |
$51.1
|
| |
$57.3
|
(1)
|
For purposes of the Projections, Adjusted EBITDA is defined as GAAP consolidated net income (loss) from continuing operations before interest, taxes, depreciation and amortization, equity-based compensation expense and other costs that are deemed to be transitional in nature or not related to our core operations, including employee related reorganization costs, purchase accounting fair value adjustments, acquisition and integration related costs, other non-recurring costs, productivity and operational efficiency initiatives costs, facility closures and divestitures, legal settlements, new branch startup costs, loss on extinguishment of debt, strategic alternatives costs, and other non-operating costs. Adjusted EBITDA is a financial measure that is not defined under or calculated in accordance with GAAP.
|
•
|
reviewed the financial terms of an execution version, provided to RBC Capital Markets on August 8, 2021, of the Merger Agreement;
|
•
|
reviewed certain publicly available financial and other information, and certain historical operating data, relating to the Company made available to RBC Capital Markets from published sources and internal records of the Company;
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•
|
reviewed certain financial projections and other estimates and data relating to the Company prepared by the Company’s management, which projections and other estimates and data RBC Capital Markets was directed by the Company to utilize for purposes of RBC Capital Markets’ analyses and opinion;
|
•
|
held discussions with members of the Company’s senior management with respect to the business, prospects and financial outlook of the Company;
|
•
|
reviewed the reported prices and trading activity for Common Stock;
|
•
|
compared certain financial metrics of the Company with those of selected publicly traded companies that RBC Capital Markets considered generally relevant in evaluating the Company;
|
•
|
compared certain financial terms of the Merger with those of selected precedent transactions that RBC Capital Markets considered generally relevant in evaluating the Merger;
|
•
|
considered the results of a sale process undertaken by the Company to solicit indications of interest from third parties in the possible acquisition of the Company; and
|
•
|
considered other information and performed other studies and analyses as RBC Capital Markets deemed appropriate.
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•
|
BlueLinx Holdings Inc.
|
•
|
Caesarstone Ltd.
|
•
|
Interface, Inc.
|
•
|
Lumber Liquidators Holdings, Inc.
|
•
|
Quanex Building Products Corporation
|
•
|
Tecnoglass Inc.
|
•
|
Tile Shop Holdings, Inc.
|
Implied Per Share Equity Value Reference Ranges Based on:
|
| |
Merger Consideration
|
|||
CY2021 Estimated
Adjusted EBITDA
|
| |
CY2022 Estimated
Adjusted EBITDA
|
| |
$14.50
|
$8.53 – $13.23
|
| |
$9.80 – $14.65
|
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
||||||
June 2021
|
| |
•
|
| |
Hardwoods Distribution Inc.
|
| |
•
|
| |
Novo Building Products Holdings, LLC
|
May 2021
|
| |
•
|
| |
An affiliate of Blackstone Inc.
|
| |
•
|
| |
Select Interior Concepts, Inc. - Residential Design Services segment
|
February 2021
|
| |
•
|
| |
Funds managed by Blackstone Inc.
|
| |
•
|
| |
Interior Logic Group Holdings, LLC
|
December 2020
|
| |
•
|
| |
Foundation Building Materials, Inc.
|
| |
•
|
| |
Beacon Roofing Supply, Inc. - Interior products and insulation businesses
|
September 2019
|
| |
•
|
| |
Reece Limited
|
| |
•
|
| |
Todd Pipe & Supply, LLC
|
April 2018
|
| |
•
|
| |
GMS Inc.
|
| |
•
|
| |
WSB Titan
|
March 2018
|
| |
•
|
| |
BlueLinx Corporation
|
| |
•
|
| |
Cedar Creek Holdings, Inc.
|
March 2018
|
| |
•
|
| |
TopBuild Corp.
|
| |
•
|
| |
United Subcontractors, Inc.
|
January 2018
|
| |
•
|
| |
HD Supply Holdings, Inc.
|
| |
•
|
| |
A.H. Harris Construction Supplies
|
August 2016
|
| |
•
|
| |
ABC Supply Co., Inc.
|
| |
•
|
| |
L&W Supply Corporation
|
July 2016
|
| |
•
|
| |
Foundation Building Materials, Inc.
|
| |
•
|
| |
Superior Plus Corp. - Construction products division (Winroc-SPI)
|
Implied Per Share
Equity Value Reference Range
|
| |
Merger Consideration
|
$10.76 – $12.82
|
| |
$14.50
|
Implied Per Share
Equity Value Reference Range
|
| |
Merger Consideration
|
$9.86 – $12.06
|
| |
$14.50
|
•
|
the historical trading performance of Common Stock during the 52-week period ended August 6, 2021, which indicated low and high closing prices for Common Stock during such 52-week period of $5.09 per share and $11.80 per share; and
|
•
|
publicly available research analysts’ forward stock price targets for Common Stock, which indicated a target stock price range for Common Stock of $11.07 to $12.78 per share, discounted to present value as of August 6, 2021.
|
•
|
reviewed a draft, dated August 8, 2021, of the Merger Agreement;
|
•
|
reviewed certain publicly available business and financial information relating to the Company;
|
•
|
compared the financial and operating performance of the Company with publicly available information concerning certain other publicly traded companies Truist Securities deemed relevant and reviewed the current market prices of the Common Stock and certain publicly traded equity securities of other companies Truist Securities deemed relevant;
|
•
|
reviewed certain other information relating to the historical, current and future business, financial condition, results of operations and prospects of the Company made available to Truist Securities by the Company, including the certain financial projections and other estimates and data relating to the Company prepared by the Company’s management, which projections and other estimates and data Truist Securities was directed by the Company to utilize for purposes of Truist Securities’ analyses and opinion;
|
•
|
reviewed the financial and operating performance of the Company, as compared to that of companies with publicly traded equity securities that Truist Securities deemed relevant;
|
•
|
held discussions with members of the Company’s senior management and certain of the Company’s representatives and advisors regarding the business, financial condition, results of operations and prospects of the Company and the Merger; and
|
•
|
undertook such other studies, analyses and investigations as Truist Securities deemed appropriate, including considering the results of its efforts on behalf of the Company to solicit, at the direction of the Company, indications of interest from third parties with respect to a possible acquisition of all or a portion of the Company.
|
•
|
BlueLinx Holdings Inc.
|
•
|
Caesarstone Ltd.
|
•
|
Interface, Inc.
|
•
|
Quanex Building Products Corporation
|
•
|
Tecnoglass Inc.
|
•
|
Hardwoods Distribution Inc
|
Implied Per Share Equity Value Reference Ranges Based on:
|
| |
Merger Consideration
|
|||
LTM
Adjusted EBITDA
|
| |
CY2021 Estimated
Adjusted EBITDA
|
| |
$14.50
|
$9.29 – $10.84
|
| |
$9.82 – $11.58
|
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
||||||
May 2021
|
| |
•
|
| |
An affiliate of Blackstone Inc.
|
| |
•
|
| |
Select Interior Concepts, Inc. - Residential Design Services segment
|
February 2021
|
| |
•
|
| |
Funds managed by Blackstone Inc.
|
| |
•
|
| |
Interior Logic Group Holdings, LLC
|
December 2020
|
| |
•
|
| |
Foundation Building Materials, Inc.
|
| |
•
|
| |
Beacon Roofing Supply, Inc. - Interior products and insulation businesses
|
September 2019
|
| |
•
|
| |
Reece Limited
|
| |
•
|
| |
Todd Pipe & Supply, LLC
|
September 2018
|
| |
•
|
| |
Industrea Acquisition Corp.
|
| |
•
|
| |
Concrete Pumping Holdings, Inc.
|
April 2018
|
| |
•
|
| |
GMS Inc.
|
| |
•
|
| |
WSB Titan
|
March 2018
|
| |
•
|
| |
BlueLinx Corporation
|
| |
•
|
| |
Cedar Creek Holdings, Inc.
|
March 2018
|
| |
•
|
| |
TopBuild Corp.
|
| |
•
|
| |
United Subcontractors, Inc.
|
October 2016
|
| |
•
|
| |
Installed Building Products, Inc.
|
| |
•
|
| |
Trilok Industries, Inc., Alpha Insulation and Waterproofing, Inc., and Alpha Insulation and Waterproofing Company
|
August 2016
|
| |
•
|
| |
ABC Supply Co., Inc.
|
| |
•
|
| |
L&W Supply Corporation
|
August 2016
|
| |
•
|
| |
Foundation Building Materials, Inc.
|
| |
•
|
| |
Superior Plus Corp. - Construction products division (Winroc-SPI)
|
June 2016
|
| |
•
|
| |
An affiliate of Hardwoods Distribution Inc.
|
| |
•
|
| |
Rugby Acquisition, LLC - Rugby Architectural Building Products
|
Implied Per Share
Equity Value Reference Range
|
| |
Merger Consideration
|
$10.58 – $12.65
|
| |
$14.50
|
•
|
$185 million initial term loan facility;
|
•
|
$25 million revolving credit facility; and
|
•
|
$35 million delayed draw term loan facility,
|
•
|
that a Material Adverse Effect (as defined in the Merger Agreement) will not have occurred after the date of the Merger Agreement and be continuing;
|
•
|
the Merger shall have been consummated in accordance with the terms of the Merger Agreement in all material respects (without any modification of any of the provisions thereof that would be adverse to the interests of the Debt Commitment Party);
|
•
|
subject to certain limitations and exceptions, the accuracy in all respects as of the closing of the Merger of certain specified representations and warranties in the Merger Agreement and certain specified representations and warranties in the loan documents; and
|
•
|
the Equity Financing shall have occurred or, substantially concurrently with the initial borrowing, shall occur.
|
Name of Executive Officer or Director
|
| |
Number of Unvested Shares of
Restricted Stock or RSUs (#)
|
| |
Estimated Value of Unvested
Shares of Restricted Stock or
RSUs ($)
|
Executive Officer:
|
| |
|
| |
|
L.W. Varner, Jr.
|
| |
375,000
|
| |
5,437,500
|
Nadeem Moiz
|
| |
191,733
|
| |
2,780,129
|
Shawn K. Baldwin
|
| |
139,488
|
| |
2,022,576
|
Patrick Dussinger
|
| |
84,375
|
| |
1,223,438
|
Director:
|
| |
|
| |
|
S. Tracy Coster
|
| |
5,289
|
| |
76,691
|
Donald McAleenan
|
| |
5,289
|
| |
76,691
|
Bryant R. Riley
|
| |
5,289
|
| |
76,691
|
Robert Scott Vansant
|
| |
5,289
|
| |
76,691
|
Brett Wyard
|
| |
5,289
|
| |
76,691
|
Name of Executive Officer
|
| |
Number of Shares Subject to
Unvested PSUs (#)
|
| |
Estimated Value of Unvested
PSUs ($)
|
L.W. Varner, Jr.
|
| |
500,000
|
| |
7,250,000
|
Nadeem Moiz
|
| |
175,000
|
| |
2,537,500
|
Shawn K. Baldwin
|
| |
125,000
|
| |
1,812,500
|
Patrick Dussinger
|
| |
112,500
|
| |
1,631,250
|
•
|
Severance payment. The executive officer would be entitled to receive a lump sum severance payment equal to a multiple of his base salary and annual target bonus. Such multiple is two for Mr. Moiz and Mr. Baldwin, and one for Mr. Varner and Mr. Dussinger.
|
•
|
Pro rata annual bonus. The executive officer would be entitled to receive a pro rata portion of his annual target bonus with respect to the fiscal year in which his termination occurs.
|
•
|
Payment for medical benefits. The executive officer would be eligible to receive an additional amount, each month for 12 months following the termination of employment, equal to the amount SIC would have paid for the executive’s overage under SIC’s group health plan.
|
•
|
Additional vesting of equity awards. Mr. Moiz and Mr. Baldwin would be entitled to receive an additional one year of vesting credit with respect to all unvested equity awards.
|
•
|
“Cause” generally means (i) a conviction (or a plea of nolo contendere) by the executive to a felony or a crime involving dishonesty; (ii) acts of fraud, dishonesty or misappropriation committed by the executive and intended to result in substantial personal enrichment at the expense of SIC; (iii) willful misconduct by the executive in the performance of the executive’s duties required by the employment agreement which is likely to materially damage the financial position or reputation of SIC; (iv) a material breach of the employment agreement by the executive which is not cured within thirty (30) days following receipt by the executive of a notice from SIC; or (v) a breach of the protective covenants contained in the employment agreement.
|
•
|
“Good Reason” generally means (i) a material breach of the employment agreement by SIC (including SIC’s withholding or failure to pay compensation when due to the executive); (ii) a material reduction in the executive’s titles, duties, authority, or responsibilities, or the assignment to the executive of any duties materially inconsistent with the executive’s position, authority, duties, or responsibilities without the written consent of the executive; (iii) a reduction in the executive’s annual base salary or annual bonus opportunity; (iv) a relocation of the executive’s principal place of business of more than 100 miles, or (v) in the case of Mr. Varner, the failure of SIC to nominate him for election as a
|
(1)
|
Amounts include “double trigger” (see note 2 below) cash severance payments and pro rata target annual bonuses, each payable pursuant to the executives’ employment agreements with SIC in the event such executive’s employment is terminated without Cause or the executive resigns for Good Reason within 24 months following the Merger, in the following amounts: Mr. Varner, $1,000,000 severance and $375,000 pro rata bonus; Mr. Moiz, $1,463,630 severance and $235,226 pro rata bonus; and Mr. Baldwin, $1,312,500 severance and $210,938 pro rata bonus. Amounts also include a “double trigger” benefit, payable pursuant to the executives’ employment agreements with SIC in the event such executive’s employment is terminated without Cause or the executive resigns for Good Reason within 24 months following the Merger, consisting of monthly installment payments, each in an amount equal to the employer-subsidized portion of the monthly premium for group health benefits coverage in effect for the executive and his eligible dependents on the date of termination. The aggregate amounts of such payments are as follows: Mr. Varner, $12,459; Mr. Moiz and Mr. Baldwin, $16,760.
|
(2)
|
Amounts reflect “double trigger” cash payment equal to the sum of the value that each named executive officer could receive in connection with accelerated vesting and settlement of SIC equity awards. The estimated amount of each such payment is set forth in the table below:
|
|
| |
Restricted Stock or
RSUs ($)
|
| |
PSUs ($)
|
L.W. Varner, Jr.
|
| |
5,437,500
|
| |
7,250,000
|
Nadeem Moiz
|
| |
2,417,629
|
| |
2,537,500
|
Shawn K. Baldwin
|
| |
2,025,186
|
| |
1,812,500
|
•
|
the gain, if any, on such shares of Common Stock is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment in the United States) in which case such gain will generally be subject to U.S. federal income tax at rates applicable to U.S. holders (unless an applicable income tax treaty provides otherwise) and, if such non-U.S. holder is a corporation, such gain may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate); or
|
•
|
the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the exchange of shares of Common Stock for the Merger Consideration pursuant to the merger and certain other conditions are met, in which case the gain, if any, on such shares of Common Stock will be subject to tax at a rate of 30% (or lower applicable treaty rate) and such gain may be offset by U.S. source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States; or
|
•
|
any applicable waiting period under the HSR Act relating to the Merger must have expired or been terminated and no timing agreements prohibiting the consummation of the Merger being in effect; and
|
•
|
no governmental authority has enacted, issued, promulgated, enforced or entered any injunction, judgment, action or order (whether temporary, preliminary or permanent), or any applicable law that restrains, enjoins, makes illegal, or otherwise prohibits the consummation of the Transactions that will still be in effect.
|
•
|
each Share, issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or owned by any subsidiary of the Company or Parent or any subsidiary of Parent immediately prior to the Effective Time and (ii) Shares held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL) (“Eligible Shares”) will be converted into the right to receive the Merger Consideration;
|
•
|
all of the Eligible Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration;
|
•
|
any Shares held by SIC as treasury stock or owned by any of SIC’s subsidiaries, or by Parent or any of its subsidiaries immediately prior to the Effective Time shall automatically be canceled and no payment shall be made with respect thereto; and
|
•
|
each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
|
•
|
corporate existence and power;
|
•
|
corporate authorization;
|
•
|
governmental authorization;
|
•
|
non-contravention;
|
•
|
capitalization;
|
•
|
subsidiaries;
|
•
|
SEC filings and the Sarbanes-Oxley Act;
|
•
|
financial statements;
|
•
|
disclosure documents;
|
•
|
absence of certain changes;
|
•
|
no undisclosed material liabilities;
|
•
|
compliance with laws and court orders;
|
•
|
litigation;
|
•
|
properties;
|
•
|
intellectual property;
|
•
|
information technology;
|
•
|
data privacy;
|
•
|
taxes;
|
•
|
employee benefit plans;
|
•
|
labor and employment matters;
|
•
|
environmental matters;
|
•
|
material contracts;
|
•
|
brokers;
|
•
|
opinions of financial advisors;
|
•
|
takeover laws;
|
•
|
insurance; and
|
•
|
warranties/product liability.
|
•
|
corporate existence and power;
|
•
|
corporate authorization;
|
•
|
governmental authorizations;
|
•
|
non-contravention;
|
•
|
disclosure documents;
|
•
|
brokers;
|
•
|
financing;
|
•
|
solvency;
|
•
|
ownership of Common Stock; and
|
•
|
stockholder and management arrangements.
|
•
|
that would reasonably be expected to prevent or materially impair or delay the ability of SIC to perform its material obligations under the Merger Agreement or to consummate the Transactions prior to the End Date; or
|
•
|
having a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of SIC; provided, however, that none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been, is or would reasonably be expected to be a Material Adverse Effect for purposes of this bullet:
|
•
|
changes in GAAP or changes in the accounting requirements applicable to any industry in which SIC or its subsidiaries operate;
|
•
|
changes in the financial or securities markets or in general economic or political conditions in the United States;
|
•
|
changes of applicable law;
|
•
|
changes generally affecting the industry in which SIC or its subsidiaries operate;
|
•
|
acts of war, sabotage or terrorism involving the United States of America;
|
•
|
changes specifically attributable to the announcement of the consummation of the Transactions (except that this bullet does not apply to any representation or warranty contained in the Merger Agreement to the extent that such representation or warranty expressly addresses consequences resulting from the execution of the Merger Agreement or the announcement, pendency or consummation of the Transactions);
|
•
|
any failure by SIC or its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that this bullet will not prevent a party from asserting that any fact, change, event, circumstance, occurrence or effect not otherwise excluded may have contributed to such failure independently constitutes or contributes to a Material Adverse Effect);
|
•
|
any action taken (or omitted to be taken) at the prior written request of Parent after the date of the Merger Agreement;
|
•
|
any action taken by SIC or any of its subsidiaries that is expressly required by the Merger Agreement;
|
•
|
changes in the market price or trading volume of the shares of Common Stock (it being understood that this bullet will not prevent a party from asserting that any fact, change, event, circumstance, occurrence or effect not otherwise excluded that may have contributed to such change independently constitutes or contributes to a Material Adverse Effect); or
|
•
|
earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, epidemics, pandemics or disease outbreaks (including COVID-19) and other force majeure events in the United States or any other country or region in the world;
|
•
|
amend its certificate of incorporation, bylaws or other similar organizational documents;
|
•
|
split, combine or reclassify any shares of its capital stock;
|
•
|
declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends by any of its wholly-owned subsidiaries to SIC or to any other wholly-owned subsidiary of SIC;
|
•
|
redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Securities (as defined in the Merger Agreement) or any Company Subsidiary Securities (as defined in the Merger Agreement):
|
•
|
issue, deliver or sell, or authorize the issuance, delivery or sale of, any equity of SIC or its subsidiaries, other than the issuance of (A) any shares of Common Stock upon the settlement of Company RSUs and Company PSUs, in each case that are outstanding on the date of the Merger Agreement, or (B) any Company Subsidiary Securities to SIC or to any other subsidiary of SIC issued under any other Employee Plan;
|
•
|
amend any term of any Company Securities or any Company Subsidiary Securities;
|
•
|
acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation or partnership or other business organization, or a material amount of the assets, securities, properties, interests or businesses of such entity (other than (i) pursuant to contracts or commitments existing as of the date of the Merger Agreement or (ii) purchases of inventory and supplies in the ordinary course of business);
|
•
|
sell, lease or otherwise transfer any of its assets, securities, properties, interests or businesses(other than (i) pursuant to contracts existing as of the date of the Merger Agreement, (ii) the sale of inventory in the ordinary course of business, (iii) the sale or transfer of aged or obsolete inventory, or (iv) assets or properties sold, leased or transferred pursuant to this clause (iv) having a value of less than $50,000 individually or $250,000 in the aggregate during the period from the date of the Merger Agreement through the Closing);
|
•
|
make any loans, advances or capital contributions to, or investments in, any other person or entity (other than (i) in connection with actions permitted by the seventh bullet above, (ii) extensions of credit to customers in the ordinary course of business, (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance with SIC’s policies related thereto, or (iv) loans, advances or capital contributions to, or investments in, wholly-owned subsidiaries of SIC);
|
•
|
incur any indebtedness for borrowed money or guarantees thereof, or issue any debt securities (other than any indebtedness incurred solely between SIC and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries);
|
•
|
other than as required by applicable law or an Employee Plan in effect on the date of the Merger Agreement and disclosed to Parent, (i) grant, announce or accelerate the vesting or payment of any compensatory equity award or increase any severance or termination pay (or amend any existing severance pay or termination arrangement) for the benefit of any of the employees, directors, or other service providers of SIC or any of its subsidiaries, (ii) establish, adopt, enter into or materially amend any Employee Plan or any service, consulting, deferred compensation or other similar agreement (or any agreement which, if in existence as of the date of the Merger Agreement, would constitute an Employee Plan), (iii) increase compensation or bonus opportunity payable or to become payable or benefits provided under an Employee Plan or otherwise, in each case except for increases in the ordinary course of business with respect to a current or former employee of SIC or its subsidiaries with annual base salary of less than $175,000, (iv) establish, adopt, amend or terminate any collective bargaining agreement or Employee Plan (other than general changes to the Company’s health and welfare plans made during the open enrollment process in the ordinary course of business), or (v) hire any new employees, unless such hiring is in the ordinary course of business and is with respect to employees having an annual base salary and incentive compensation opportunity not to exceed $175,000;
|
•
|
change SIC’s principles of accounting (except as required by concurrent changes in GAAP or in Regulation S-X of the Exchange Act, as agreed to by its independent public accountants);
|
•
|
(i) make (except to the extent required by applicable law or in the ordinary course of business) or change any material tax election, (ii) adopt or change any tax accounting period or any material tax accounting method, principles, or practices (except to the extent required by applicable law), (iii) agree to any extension or waiver of the statute of limitations relating to any material amount of taxes, (iv) amend any material tax return, (v) enter into any closing agreement, (vi) take any action to surrender any right to claim a material tax refund, offset, or other reduction in liability (excluding any right that expired at the end of the applicable statute of limitations as a result of the passage of time), (vii) settle or compromise any claim, proceeding, audit, or other controversy relating to income or other material taxes, or (viii) fail to pay any income or other material tax (including any estimated Tax) that becomes due and payable;
|
•
|
settle any litigation, action, suit, investigation, arbitration, proceeding or other claim involving or against SIC or any of its subsidiaries (other than any such settlement that solely involves the payment of monetary damages not in excess of $500,000 individually or $2,500,000 in the aggregate);
|
•
|
(i) enter into any contract (other than new contracts with customers or suppliers entered into in the ordinary course of business) which, if in existence on the date of the Merger Agreement, would have constituted a material contract or (ii) modify, amend or terminate any material contract in a manner that would, individually or in the aggregate, have a material and adverse effect on SIC;
|
•
|
make or authorize any capital expenditure (other than (i) capital expenditures up to an aggregate amount not materially greater than the amount set forth in the budget provided to Parent prior to the date of the Merger Agreement, or (ii) otherwise in an aggregate amount for all such capital expenditures made pursuant to this clause (ii) not to exceed $300,000 in the aggregate);
|
•
|
engage in any transaction with, or enter into any agreement, arrangement or understanding with, any affiliate of SIC or other person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404;
|
•
|
apply for or receive any relief under any applicable law or governmental program designed to provide relief related to COVID-19 if such program would limit operations of the business, or create any other obligation or liability, of SIC or any of its subsidiaries following the Closing;
|
•
|
sell, assign, transfer, license, abandon, permit to lapse or otherwise dispose of or subject to any lien (other than a permitted liens), any intellectual property owned, or purported to be owned, by SIC or its subsidiaries (other than non-exclusive licenses of intellectual property granted by SIC in the ordinary course of business to customers);
|
•
|
(i) negotiate, modify, extend, or enter into any collective bargaining agreement or other contract with any labor union, labor organization, or works council or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of SIC or its subsidiaries; or
|
•
|
implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that could, in each case, implicate Worker Adjustment and Retraining Notification Act of 1988 or similar applicable law; or
|
•
|
agree, resolve or commit to do any of the actions contemplated by the foregoing bullets.
|
•
|
was required to, and to cause its subsidiaries and its and their respective directors, officers, employees and their other Representatives to, cease immediately and cause to be terminated any and all existing activities, communications, discussions or negotiations, if any, with any third party and its representatives conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal, and to cease providing any further information with respect to SIC or any such Acquisition Proposal to any such third party;
|
•
|
was required to promptly request that all copies of all confidential information that SIC, any of its subsidiaries or any of its or their Representatives have distributed or made available to any such third party in connection with their consideration of any Acquisition Proposal (and all analyses and other materials prepared by or on behalf of such third party that contains, reflects or analyzes that information) be promptly destroyed or returned to the extent required by any confidentiality or similar agreement with such third party; and
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was required to cause any physical or virtual data room to no longer be accessible to or by any such third party.
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SIC will not, and will cause its subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to:
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solicit, initiate or knowingly take any action to facilitate or encourage, directly or indirectly, the submission of any Acquisition Proposal;
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enter into or participate in any discussions or negotiations with, furnish any non-public information relating to SIC or any of its subsidiaries or afford access to the business, properties, assets, books or records of SIC or any of its subsidiaries to any third party in furtherance of any expression of interest, proposal or offer that constitutes or could reasonably be expected to result in an Acquisition Proposal;
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fail to make, or withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or approve, endorse or recommend an Acquisition Proposal, or any proposal that would reasonably be expected to lead to an Acquisition Proposal, or make any public statement inconsistent with the Company Board Recommendation) (any of the foregoing described in this bullet, an “Adverse Recommendation Change”);
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amend, modify or grant any waiver or release under, or fail to enforce, any standstill or similar agreement of SIC or any of its subsidiaries; or
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enter into any Alternative Acquisition Agreement.
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make inquiries solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal; and
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if the SIC Board determines in good faith, after consultation with SIC’s outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and the failure to take the actions described in this bullet could be inconsistent with its fiduciary duties pursuant to applicable law, then SIC and its Representatives, may (A) engage in negotiations or discussions with the third party and its
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any Acquisition Proposal;
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any requests for non-public information relating to SIC or any of its subsidiaries or for access to the business, properties, assets, books or records of SIC or any of its subsidiaries by any third party that could reasonably be expected to make, or has made an Acquisition Proposal; or
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any discussions or negotiations that are sought to be initiated or continued with SIC or any of its subsidiaries or any of its or their respective Representatives from any person (other than Parent) with respect to any Acquisition Proposal or proposal that could reasonably be expected to result in an Acquisition Proposal, including in such notification a copy (if in writing) of documents or written summary of material terms (if oral) relating to such expression of interest, proposal, offer or request for information, and the identity of the person from which such expression of interest, proposal, offer or request for information was received.
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the status and material developments relating to any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal including any copies (if in writing) of documents or written summaries of material terms (if oral) of any proposed agreements and amendments or modifications thereto, and a copy of any other documents provided by the relevant counterparty relating thereto, of any such Acquisition Proposal or any proposal that could reasonably be expected to result in an Acquisition Proposal; and
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the status of any discussions or negotiations regarding any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal, and in the case of any material modification to the terms of any such Acquisition Proposal, or such proposal that could reasonably be expected to result in an Acquisition Proposal, SIC will notify Parent of such material modification within twenty-four (24) hours of SIC’s or any of its subsidiaries’ or any of its or their respective Representatives’ knowledge of any such material modification.
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SIC notifies Parent in writing of its intent to take such action, which notice shall specify the identity of the person making any Superior Proposal and the material terms and conditions thereof (including any proposed draft Alternative Acquisition Agreement and any other material documents relating to such Superior Proposal); and
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if requested by Parent, SIC will, and will cause its Representatives to, negotiate with Parent and its Representatives in good faith for during the Notice Period to amend the terms and conditions of the Merger Agreement such that the Superior Proposal giving rise to such notice would no longer constitute a Superior Proposal.
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SIC notifies Parent in writing of its intent to take such action, which notice will specify the fact, event change or development in circumstances giving rise to an Intervening Event; and
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if requested by Parent, SIC will, and will cause its Representatives to, negotiate with Parent and its Representatives in good faith for the Notice Period to amend the terms and conditions of the Merger Agreement such that the Intervening Event giving rise to such notice would no longer provide the basis for an Adverse Recommendation Change.
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give to Parent and its Representatives reasonable access to the offices, properties, personnel, and books and records of SIC (provided, however, that Parent and its affiliates shall not conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media);
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furnish to Parent and its Representatives such financial and operating data and other information as they may reasonably request;
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instruct its Representatives to cooperate with Parent in its investigation of SIC (it being agreed that investigation pursuant to this bullet will be conducted in such manner as not to interfere unreasonably with the conduct of the business of SIC); and
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give Parent written notice of entering into any Acceptable Confidentiality Agreement within twenty-four (24) hours after the execution thereof.
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“Debt Commitment Letter” means the commitment letter dated on or around the date of the Merger Agreement from the financial institutions party thereto pursuant to which such financial institutions committed to provide the Debt Financing to Parent and Merger Subsidiary;
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“Debt Financing Sources” means the agents, arrangers, lenders and other entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Debt Financing or any Alternative Debt Financing;
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“Equity Commitment Letter” means the commitment letter dated on or around the date of the Merger Agreement from the Sponsor to Parent, pursuant to which the Sponsor agreed to provide the Equity Financing to Parent;
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“Equity Financing” means the equity financing the Sponsor committed to provide to Parent pursuant to the Equity Commitment Letter in connection with the Transactions;
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“Financing” means the Debt Financing and the Equity Financing;
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“Financing Commitment Letters” means the Debt Commitment Letter and the Equity Commitment Letter; and
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“Required Amount” means an amount sufficient (i) to consummate the Merger upon the terms contemplated by the Merger Agreement, (ii) to make all payments required by the Merger Agreement to be made in connection with the Closing, and (iii) to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives, in the case of each of the foregoing clauses (i) through (iii), to the extent required to be paid at the Closing pursuant to, and in accordance with, the Merger Agreement.
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take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to:
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obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitment Letters; and
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satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to Parent, Merger Subsidiary, the Sponsor or their respective affiliates under the Financing Commitment Letters;
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cause the Sponsor to fund, at the Closing upon the satisfaction (or waiver) of the conditions contained in the Equity Commitment Letter, the full amount of the Equity Financing required, in combination with other sources of financing, to consummate the Transactions and pay related expenses, if all conditions to Closing contained in the Merger Agreement are satisfied or waived (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) will be satisfied or waived upon funding); and
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maintain the effectiveness of the Financing Commitment Letters until the Transactions are consummated.
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adversely change the conditions precedent set forth therein or the timing of the funding of the commitments thereunder;
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reduce the aggregate amount of the Debt Financing to be funded on the Closing Date without a corresponding increase in the Equity Financing or reduce the aggregate amount of the Equity Financing without a corresponding increase in the Debt Financing such that the aggregate amount of the Financing would be less than the amount required to pay the Required Amount; or
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otherwise adversely affect the ability of Parent and Merger Subsidiary to enforce their rights under the Financing Commitment Letters or consummate the Transactions or the timing of the Closing.
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give SIC prompt notice of:
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any material breach or threatened material breach by any party to any of the Financing Commitment Letters of which Parent or Merger Subsidiary becomes aware;
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any termination or threatened termination of any Financing Commitment Letter by any party thereto; or
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if for any reason Parent or Merger Subsidiary believes in good faith that:
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there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Financing Commitment Letters or any definitive agreement related thereto solely to the extent such disagreement or dispute relates to the obligation (including with respect to the conditions, “flex” provisions or termination provisions thereto) of the
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there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment Letters; and
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promptly following SIC’s request, keep SIC reasonably informed of the status of its efforts to arrange the financing for the Transactions, whether or not contemplated by the Financing Commitment Letters;
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promptly notify SIC thereof; and
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use its reasonable best efforts to arrange for and obtain alternative financing from other sources on terms and conditions that are not materially less favorable to Parent (as determined by Parent in good faith) than those in the Debt Commitment Letter in respect of the Debt Financing which has become unavailable in an amount sufficient to fund the Required Amount (the “Alternative Debt Financing”) to replace such unavailable Debt Financing and to obtain a new financing commitment letter with respect to such Alternative Debt Financing (the “Alternative Debt Commitment Letter”); provided that any such Alternative Debt Financing will not, without the prior written consent of SIC:
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expand upon the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letter in any respect that would make such conditions materially less likely to be satisfied by the Closing Date or
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be reasonably expected to prevent, materially impede or materially delay the consummation of the Transactions.
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participating in a reasonable number of lender meetings, due diligence sessions and similar presentations to and with Debt Financing Sources, including direct contact between senior management of SIC, on the one hand, and the Debt Financing Sources, on the other hand, in each case on reasonable advance notice and at reasonable times and locations;
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to the extent such information is readily available to SIC, furnishing Parent and its Debt Financing Sources with financial and other information customarily provided for debt financings and such other customary and pertinent information regarding SIC as may be reasonably requested by Parent to assist Parent in its preparation of any pro forma financial statements required in connection with the Debt Financing;
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assisting (to the extent reasonably requested by Parent) with the preparation of definitive financing documentation and the schedules and exhibits thereto;
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assisting with the pledging of collateral for the Debt Financing and obtaining releases of existing liens;
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cooperating in satisfying the conditions precedent set forth in the Debt Commitment Letter to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, SIC and is otherwise consistent with the Merger Agreement’s Debt Financing cooperation requirements;
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assisting with the preparation of customary legal opinions to be delivered to the Debt Financing Sources at closing by outside counsel to Parent;
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assisting with the delivery of customary certificates in connection with the Debt Financing (including the delivery of a customary solvency certificate by a continuing financial officer of SIC, the effectiveness of which shall be conditioned on the occurrence of the Closing);
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providing to Parent and its Debt Financing Sources at least five (5) business days prior to the Closing Date (to the extent requested at least eight (8) business days prior to the Closing Date) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and any certification regarding beneficial ownership required by 31 C.F.R. § 1010.230;
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requesting, obtaining and delivering to Parent prior to the Closing Date the Payoff Documents and providing assistance and cooperation with backstopping or cash collateralizing letters of credit and similar obligations;
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delivering to Parent, at least two (2) business days prior to the anticipated Closing Date, the Payoff Documents, which will set forth (A) the Payoff Amount, (B) the lenders’ obligation to release all liens and other security in connection thereto immediately upon receiving the Payoff Amount and (C) wire transfer instructions for paying the Payoff Amount;
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consenting to the customary and reasonable use of SIC’s logos solely in connection with any Debt Financing (provided, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage SIC or any of its subsidiaries or affiliates or their reputation or goodwill or otherwise materially and adversely affect SIC or any of its subsidiaries or affiliates);
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expressly authorizing Parent to make use of the financial statements and other information that SIC provided to Parent and Merger Subsidiary pursuant to the Merger Agreement for purposes of the Debt Financing;
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For six (6) years after the Effective Time, except as otherwise required by applicable law, Parent will cause to be maintained in effect provisions in the Certificate of Incorporation and Bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement.
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continue to maintain in effect, for a period of at least six (6) years following the Effective Time, the D&O Insurance in place as of the date of the Merger Agreement with SIC’s current insurance carrier or with an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under SIC’s existing policies as of the date of the Merger Agreement; or
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purchase from SIC’s current insurance carrier or from an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance, comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date of the Merger Agreement;
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are in addition to any rights any such Indemnified Person may have under may have under the certificate of incorporation or bylaws of the Company or any of its subsidiaries, or under the DGCL or any other applicable law or under any of the indemnification agreements identified in the SIC Disclosure Schedule, and nothing contained in the Merger Agreement will modify, abridge, narrow or restrict any such rights; and
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shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.
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consolidates with or merges into any other person and will not be the continuing or surviving person of such consolidation or merger; or
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transfers or conveys all or substantially all of its properties and assets to any person;
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a base salary or base wage rate and short-term cash incentive compensation opportunities (excluding any value attributable to equity-based compensation) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Effective Time;
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severance benefits that are no less favorable than those provided to such Continuing Employee as in effect on the date of the Merger Agreement and disclosed on the designated section of the SIC Disclosure Schedule; and
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other material employee benefits (excluding any value attributable to any equity or equity-based, change in control, retention, transaction or similar incentive opportunities, or defined benefit pension, nonqualified deferred compensation or retiree or post-termination health or welfare benefits), that are substantially comparable in the aggregate to those provided to such Continuing Employee by SIC or the applicable subsidiary thereof immediately prior to the Effective Time under the Employee Plans set forth on the designated section of the SIC Disclosure Schedule.
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waive all limitations as to preexisting conditions and exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to such employees and their eligible dependents and beneficiaries, to the extent such limitations were waived, satisfied or did not apply to such employees or eligible dependents or beneficiaries under the corresponding welfare Employee Plan in which such employees participated immediately prior to the Effective Time; and
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provide Continuing Employees and their eligible dependents and beneficiaries with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket maximum requirements to the extent applicable under any such plan in the plan year in which the Closing occurs.
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preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; and
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obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions.
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to file a notification and report form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten (10) business days of the date of the Merger Agreement, requesting early termination of the waiting period if available;
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to supply as promptly as practicable any additional information and documentary material that may be requested by any governmental authority pursuant to the HSR Act;
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to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; and
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not to, and to cause their respective affiliates not to, take any action intended to adversely affect the approval of any governmental authority of any of the aforementioned filings.
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that Parent will pay all filing fees under the HSR Act;
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that only Parent may:
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extend any waiting period under the HSR Act (including by withdrawing and refiling any filing pursuant to the HSR Act); or
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enter into any agreement with a governmental authority to delay or not to consummate the Transactions (but Parent will only do so in good faith (after consulting in advance with SIC and in good faith taking SIC’s views into account));
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that each party to the Merger Agreement will, to the extent reasonably practical and permitted by applicable law:
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promptly notify the other parties thereto of any material oral or written communication such party receives from any governmental authority relating to the matters that are the subject of the regulatory authorizations and consents covenants (and, if written, provide copies of, or if oral, advise of the contents of, any such communications);
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permit the other parties thereto to review in advance and comment on any written communication proposed to be made by such party (or its Representatives) to any governmental authority; and
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provide the other parties to the Merger Agreement with copies of all correspondence, filings or other written communications (other than the HSR Act filing itself) between them or any of their Representatives, on the one hand, and any governmental authority, on the other hand, with respect to the Merger Agreement, subject to customary and appropriate limitations on the exchange of competitively sensitive information consistent with antitrust laws (and provided that materials may be redacted as necessary to address reasonable attorney-client privilege or confidentiality concerns);
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that no party to the Merger Agreement will agree to participate in any meeting or substantive discussion with any governmental authority in respect of any such filings, investigation or other inquiry unless:
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to the extent reasonably practicable and permitted by applicable law, it consults with the other parties to the Merger Agreement in advance; and
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to the extent reasonably practicable and permitted by such governmental authority, gives the other parties to the Merger Agreement the opportunity to attend and participate at such meeting; and
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subject to the Confidentiality Agreement and to customary and appropriate limitations on the exchange of competitively sensitive information consistent with antitrust laws, to coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties to the Merger Agreement may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting period.
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proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent; or
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otherwise taking or committing to take actions that limit Parent’s freedom of action with respect to, or its ability to retain or operate, any of the businesses, product lines or assets of Parent,
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to existing or prospective general or limited partners, equityholders, members, managers or investors of such person or any affiliates of such person, in each case who are subject to customary confidentiality restrictions,
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in connection with any dispute between the parties to the Merger Agreement regarding the Merger Agreement or Transactions,
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in connection with the Debt Financing, or
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made by SIC or Parent or their respective affiliates in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences so long as such statements are consistent with information previously disclosed in previous press releases, public disclosures or public statements made by SIC or Parent in compliance with the public announcements covenant in the Merger Agreement.
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will consult with, and will give Parent the right to, participate in the defense, negotiation or settlement of any Transaction Litigation (to the extent that the attorney-client privilege between SIC and its counsel is not undermined or otherwise affected),
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will give reasonable and good faith consideration to Parent’s advice with respect to such Transaction Litigation, and
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will not compromise or settle, or agree to compromise or settle, any Transaction Litigation without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed).
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the Company Stockholder Approval must have been obtained in accordance with the DGCL;
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any applicable waiting period under the HSR Act relating to the Merger must have expired or been terminated and no timing agreements prohibiting the consummation of the Merger being in effect; and
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no governmental authority has enacted, issued, promulgated, enforced or entered any injunction, judgment, action or order (whether temporary, preliminary or permanent), or any applicable law that restrains, enjoins, makes illegal, or otherwise prohibits the consummation of the Transactions that will still be in effect.
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The accuracy of the representations and warranties of SIC:
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regarding capitalization of SIC (as set forth in specified sections of the Merger Agreement) must be true and correct in all respects at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which must be so true only as of such time), except where the failure to be so true and correct in all respects would not reasonably be expected to result in any cost, expense, liability or other loss to SIC (or the Surviving Corporation) or Parent, individually or in the aggregate, in excess of $1,000,000;
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regarding certain aspects of corporate existence and power, corporate authorization, certain aspects of capitalization, brokers and opinions of financial advisors (disregarding, and without giving effect to all materiality or “Material Adverse Effect” or similar qualifications therein) must be true and correct in all material respects at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which will be true only as of such time); and
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each of the other representations and warranties of SIC set forth in the Merger Agreement (disregarding, and without giving effect to all materiality or “Material Adverse Effect” or similar qualifications therein) must be true at and as of the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which will be true only as of such time), with only such exceptions to such other representations and warranties as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SIC;
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SIC must have performed and complied with, in all material respects all of its covenants and obligations under the Merger Agreement required to be performed and complied with by it at or prior to the Effective Time;
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since the date of the Merger Agreement, there must have been no fact, change, event, circumstance, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect on SIC; and
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Parent must have received a certificate signed by a duly authorized executive officer of SIC certifying to the matters contemplated by immediately preceding bullets.
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each of Parent and Merger Subsidiary must have performed and complied with, in all material respects all of its covenants and obligations under the Merger Agreement required to be performed and complied with by it at or prior to the Effective Time;
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the representations and warranties of Parent relating to corporate existence and power, corporate authorization and brokers set forth in the Merger Agreement must be true and correct in all material respects at and as of the Closing as if made at and as of such time, as of the date of the Closing (except to the extent such representations and warranties are expressly made as of a specific time, in which case such representations and warranties must be so true and correct only as of such time);
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each of the other representations and warranties of Parent contained in the Merger Agreement (disregarding, and without giving effect to, all materiality and Parent Material Adverse Effect or similar qualifications therein) was true and correct as of the date of the Closing as if made at and as of such time (except to the extent such representations and warranties are expressly made as of a specific time, in which case such representations and warranties must so true and correct as of such specific time), with only such exceptions to such other representations and warranties as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and
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SIC must have received a certificate signed by a duly authorized executive officer of Parent certifying to the matters contemplated by the immediately preceding bullets.
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the Merger has not been consummated on or before December 31, 2021 (the “End Date”); provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party to the Merger Agreement if the failure of the Merger to be consummated by such time was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement;
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(i) any injunction, judgement, action or order by a court of competent jurisdiction is permanently in effect that restrains, enjoins, makes illegal or otherwise prohibits consummation of the Merger and has become final and non-appealable, or (ii) any other applicable law has been enacted, entered, enforced or deemed applicable to the Merger that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger; provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party to the Merger Agreement if the enactment, issuance, promulgation, enforcement or entry of any such injunction, judgement, action or order, or such injunction, judgement, action or order becoming final and non-appealable, was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement; or
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at the Special Meeting (including any adjournment or postponement thereof), the approval of the Merger Proposal will not have been obtained; provided that the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party thereto if the failure to obtain approval of the Merger Proposal at the Special Meeting (or any adjournment or postponement thereof) was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement.
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an Adverse Recommendation Change has occurred; or
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(i) there has been a breach of or failure to perform any covenant or agreement on the part of SIC set forth in the Merger Agreement or (ii) any representation or warranty of SIC set forth in the Merger Agreement has become inaccurate or been breached, and such breach, failure or inaccuracy would (A) preclude certain closing conditions contained in the Merger Agreement from being satisfied, and (B) such breach, failure to perform or inaccuracy is not curable within thirty (30) days or, if curable, is not cured by the End Date; provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to Parent if Parent is then in breach of any covenant, agreement, representation or warranty contained in the Merger Agreement which breach would result in a failure of a condition precedent to SIC’s obligation to consummate the Transactions.
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prior to the SIC stockholder’s approval of the Merger Proposal, SIC enters into a definitive Alternative Acquisition Agreement concerning a Superior Proposal, and, concurrently with and as a condition to such termination, SIC pays the Termination Fee;
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(i) there has been a breach of or failure to perform any covenant or agreement on the part of Merger Subsidiary or Parent set forth in the Merger Agreement or (ii) any representation or warranty of Merger Subsidiary and Parent set forth in the Merger Agreement becomes inaccurate or been breached, and such breach, failure or inaccuracy would (A) preclude certain closing conditions contained in the Merger Agreement from being satisfied and (B) such breach, failure to perform or inaccuracy is not curable within thirty (30) days or, if curable, is not cured by the End Date; provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to SIC if SIC is then in breach of any covenant, agreement, representation or warranty contained in the Merger Agreement which breach would result in a failure of a condition precedent to Parent’s and Merger Subsidiary’s obligation to consummate the Transactions; or
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•
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(i) all of Parent’s and Merger Subsidiary’s conditions to the Closing were satisfied or waived as of the date that the Closing should otherwise have been consummated pursuant to the terms of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which would have been satisfied if the Closing had occurred at such time), (ii) SIC has irrevocably confirmed to Parent in writing that (A) all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived and (B) SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation, and (iii) Parent fails to complete the Closing within such three (3) business day period, provided, that such conditions precedent to the obligation of Parent and Merger Subsidiary to close the Transactions remain satisfied and such confirmation remains in full force and effect at the close of business on such third business day.
|
•
|
Parent terminates the Merger Agreement as a result of the SIC Board making an Adverse Recommendation Change; or
|
•
|
SIC terminates the Merger Agreement as a result of SIC entering into a definitive Alternative Acquisition Agreement concerning a Superior Proposal.
|
•
|
the Merger Agreement is terminated:
|
○
|
by Parent because the Merger is not consummated before the End Date;
|
○
|
by SIC because the Merger is not consummated on or before the End Date and the failure of the Merger to be consummated by the End Date did not result from a breach of the Merger Agreement by Parent that would give SIC the right to validly terminate the Merger Agreement;
|
○
|
by Parent because SIC breached or failed to perform any covenant or agreement contained in the Merger Agreement and such breach or failure to perform (A) would preclude certain closing conditions contained in the Merger Agreement from being satisfied, and (B) is not curable within thirty (30) days or, if curable, is not cured by the End Date; and
|
•
|
each of the following conditions are satisfied:
|
○
|
after the date of the Merger Agreement and prior to such termination, an Acquisition Proposal is publicly announced or otherwise communicated to the SIC Board or the SIC stockholders and, in either case, is not withdrawn; and
|
○
|
within twelve (12) months following such termination, SIC or any of its subsidiaries enters into a definitive agreement providing for, or consummates an Acquisition Proposal (provided that for purposes of this bullet, each reference to “20%” contained in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”) then immediately prior to or currently with the entry into such definitive agreement, SIC will pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee.
|
•
|
the Merger Agreement is terminated by SIC or Parent because the Company Stockholder Approval is not obtained at the Special Meeting and the failure to obtain the Company Stockholder Approval was not primarily caused by the failure of SIC or Parent, as applicable, to perform any of its obligations under the Merger Agreement; and
|
•
|
each of the following conditions are satisfied:
|
○
|
after the date of the Merger Agreement and prior to the Special Meeting, an Acquisition Proposal is publicly announced or otherwise communicated to the SIC Board or the SIC stockholders and, in either case, is not withdrawn; and
|
○
|
within twelve (12) months following the date of the Merger Agreement's termination, SIC enters into a definitive agreement providing for, or consummates an Acquisition Proposal (provided, however, that for purposes of this bullet and the immediately preceding bullet, each reference to “20%” contained in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”) (in which case the Termination Fee is payable immediately prior to or currently with the entry by SIC or a subsidiary thereof into such definitive agreement).
|
•
|
all of Parent’s and Merger Subsidiary’s conditions to the Closing were satisfied or waived as of the date that the Closing should otherwise have been consummated pursuant to the terms of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which would have been satisfied if the Closing had occurred at such time);
|
•
|
SIC has irrevocably confirmed to Parent in writing that (A) all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived and (B) SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation; and
|
•
|
Parent fails to complete the Closing within such three (3) business day period, provided, that such conditions to the obligation of Parent and Merger Subsidiary to close the Transactions remain satisfied and such confirmation remains in full force and effect at the close of business on such third business day.
|
•
|
all of the conditions precedent to the obligation of Parent and Merger Subsidiary to consummate the Closing have been and continue to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which would be satisfied if a Closing would occur at such time) and Parent is required to consummate the Closing at such time pursuant to the Merger Agreement,
|
•
|
the Debt Financing has been funded in accordance with the terms of the Debt Commitment Letter or will be funded at the Closing pursuant to the terms of the Debt Commitment Letter if the Closing were to occur at such time,
|
•
|
SIC has irrevocably confirmed to Parent in writing that
|
○
|
all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived; and
|
○
|
SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation and
|
•
|
Parent fails to consummate the Closing within three (3) business days following receipt of such written confirmation from SIC.
|
•
|
the provisions related to indemnification, exculpation and advancement of expenses;
|
•
|
from and after the Effective Time, for the rights of holders of Common Stock, Company RSUs, Company PSUs or Company Restricted Stock to receive the Merger Consideration; and
|
•
|
the enforcement rights of the Debt Financing Sources, who are intended third-party beneficiaries thereof along with their successors and assigns, and may not be amended, modified, waived or terminated in a manner that would adversely affect the rights of the Debt Financing Sources under the Debt Commitment Letter in their capacity as such without the prior written consent of such Debt Financing Sources, under the sections of the Merger Agreement related to amendment, third-party beneficiaries, governing law, consent to jurisdiction and exculpation.
|
•
|
each person who is the beneficial owner of more than 5% of the outstanding shares of Common Stock;
|
•
|
each of SIC’s current named executive officers and directors; and
|
•
|
all officers and directors of SIC, as a group.
|
Name
|
| |
Number of Shares
Beneficially
Owned
|
| |
Percent of Shares
Beneficially
Owned
|
Directors and Named Executive Officers
|
| |
|
| |
|
L.W. Varner, Jr.
|
| |
89,552
|
| |
*
|
Nadeem Moiz
|
| |
134,599(9)
|
| |
*
|
Shawn K. Baldwin
|
| |
89,844(10)
|
| |
*
|
Donald McAleenan
|
| |
15,930
|
| |
*
|
Robert Scott Vansant
|
| |
25,884
|
| |
*
|
S. Tracy Coster
|
| |
12,552
|
| |
*
|
Bryant Riley(3)
|
| |
24,407
|
| |
*
|
Brett Wyard(4)
|
| |
—
|
| |
*
|
Directors and executive officers as a group (10 persons)
|
| |
392,768
|
| |
1.5%
|
Directors and Named Executive Officers
|
| |
|
| |
|
|
| |
|
| |
|
Other Beneficial Holders
|
| |
|
| |
|
B. Riley FBR, Inc.(5)
|
| |
3,248,000
|
| |
12.5%
|
Gateway Securities Holdings, LLC(6)
|
| |
4,109,497
|
| |
15.8%
|
American Financial Group, Inc.(7)
|
| |
1,615,247
|
| |
6.2%
|
Nantahala Capital Management, LLC(8)
|
| |
1,901,943
|
| |
7.3%
|
*
|
Less than 1%
|
(1)
|
For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares. Includes shares of restricted stock granted under the Company’s 2017 Incentive Compensation Plan.
|
(2)
|
In calculating the percentage ownership for a given individual or group, the number of common shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable by such person or group within 60 days held by such individual or group, but are not deemed outstanding by for purposes of calculating percentages for any other person or group.
|
(3)
|
Does not include 3,066,351 shares of common stock beneficially owned by B. Riley Financial, Inc. and its affiliates. Mr. Riley is the Chairman and Co-CEO of B. Riley Financial, Inc. Mr. Riley has been designated to serve on our Board of Directors by B. Riley Financial, Inc. pursuant to that certain Board Designee Agreement described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE – Board Designee Agreements.”
|
(4)
|
Does not include 4,036,439 shares of common stock beneficially owned by Gateway Securities Holdings, LLC and its affiliates. Mr. Wyard is a managing partner of each of the general partner of Solace Capital and of Solace GP (as those terms are defined in footnote 7 below). Mr. Wyard has been designated to serve on our Board of Directors by Gateway Securities Holdings, LLC pursuant to that certain Board Designee Agreement described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE – Board Designee Agreements.”
|
(5)
|
According to a Schedule 13D filed by B. Riley Financial, Inc., et. al on December 2, 2019, reporting beneficial ownership of our Class A common stock as of November 21, 2019. Represents 2,762,457 shares of our Class A Common Stock owned by B. Riley FBR, Inc., and 303,894 shares of our Class A Common Stock owned by BRC Partners Opportunity Fund, LP. B. Riley Capital Management, LLC, is an investment advisor to B. Riley Partners Opportunity Fund, L.P. BRC Partners Management GP, LLC is the general partner of B. Riley Partners Opportunity Fund, L.P. As such, B. Riley Capital Management, LLC and BRC Partners Management GP, LLC have shared voting and investment power over the shares of Class A Common Stock owned by BRC Partners Opportunity Fund, LP. B. Riley Capital Management, LLC and BRC Partners Management GP, LLC each disclaims beneficial ownership of the shares of Class A Common Stock owned by BRC Partners Opportunity Fund, LP, except for any pecuniary interests therein. The address for each of the foregoing persons other than B. Riley Financial, Inc. is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The address for B. Riley Financial, Inc. is 21255 Burbank Blvd. Suite 400, Woodland Hills, California 91367.
|
(6)
|
According to a Schedule 13D/A filed on October 5, 2018 by Solace Capital Partners, L.P. (which we refer to as “Solace Capital”), Gateway Securities Holdings’ ownership represents the number of shares of our Class A Common Stock owned by Gateway Securities Holdings, LLC (which we refer to as the “Solace Fund”). Solace General Partner, LLC (which we refer to as “Solace GP”) is the general partner of, and Solace Capital is the investment manager of, Solace Capital Special Situations Fund, L.P. (which we refer to as “Solace Special Situations”), which is the 100% owner of the Solace Fund. Each of Solace GP and Solace Capital has shared voting and investment power over the shares of Class A Common Stock held by the Solace Fund. Each of Solace GP and Solace Capital disclaims beneficial ownership of the shares of the Class A Common Stock held by the Solace Fund, except to the extent of its pecuniary interest. Mr. Brett Wyard is a managing partner of each of Solace GP and Solace Capital Partners, LLC, the general partner of Solace Capital, and disclaims beneficial ownership of the shares of Class A Common Stock held by the Solace Fund. The mailing address of each of Solace GP, Solace Capital, Solace Special Situations, the Solace Fund, and Mr. Wyard is 11111 Santa Monica Boulevard, Suite 1275, Los Angeles, California 90025.
|
(7)
|
According to a Schedule 13G/A filed by American Financial Group, Inc. on February 2, 2021, reporting beneficial ownership of our Class A common stock as of December 31, 2020. American Financial Group, Inc. possesses sole voting power of 1,615,247 shares of common stock and sole dispositive power over 1,615,247 shares of common stock. The address of American Financial Group, Inc. is Great American Insurance Group Tower, 301 East Fourth Street, Cincinnati, Ohio 45202.
|
(8)
|
According to a Schedule 13G filed by Nantahala Capital Management, LLC, et. al on February 16, 2021, reporting beneficial ownership of our Class A common stock as of December 31, 2020. Messrs. Harkey and Mack, as the managing members of Nantahala Capital Management, LLC, may be deemed to be beneficial owners along with Nantahala Capital Management, LLC. Nantahala Capital Management and Messrs. Harkey and Mack possess shared voting power of 1,901,943 shares of common stock and shared dispositive power over 1,901,943 shares of common stock. The address of Nantahala Capital Management, LLC is 120 Main St., 2nd Floor, New Canaan, Connecticut 06840.
|
(9)
|
Includes 25,000 restricted stock units that will vest within 60 days of September 7, 2021.
|
(10)
|
Includes 25,000 restricted stock units that will vest within 60 days of September 7, 2021.
|
•
|
the stockholder must not vote or submit a proxy in favor of the Merger Proposal;
|
•
|
the stockholder must deliver to SIC a written demand for appraisal before the vote on the Merger Proposal at the Special Meeting;
|
•
|
the stockholder must continuously hold the shares of Common Stock from the date of making the demand through the Effective Time (a stockholder will lose appraisal rights if the stockholder transfers the shares before the Effective Time); and
|
•
|
a stockholder or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares of Common Stock within 120 days after the
|
•
|
SIC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020;
|
•
|
SIC’s Definitive Proxy Statement on Schedule 14A for the 2021 annual meeting of stockholders;
|
•
|
SIC’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021;
|
•
|
SIC’s Current Reports on Form 8-K filed on August 10, 2021, August 9, 2021, July 6, 2021, June 9, 2021, May 10, 2021, May 6, 2021, March 15, 2021, and March 1, 2021 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and
|
•
|
The description of the securities of SIC contained in SIC’s Annual Report on Form 10-K filed on March 16, 2021, and any other amendment or report filed for the purposes of updating such description.
|
|
| |
|
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| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | |
Acceptable Confidentiality Agreement
|
| | | |
Indemnified Person
|
| | ||
Adverse Recommendation Change
|
| | | |
Insurance Policies
|
| | ||
Agreement
|
| | | |
Internal Controls
|
| | ||
Alternative Acquisition Agreement
|
| | | |
Intervening Event
|
| | ||
Alternative Debt Commitment Letter
|
| | | |
Labor Agreement
|
| | ||
Alternative Debt Financing
|
| | | |
Leased Real Property
|
| | ||
Applicable Date
|
| | | |
Material Contract
|
| | ||
Certificates
|
| | | |
Material Supplier
|
| | ||
Closing
|
| | | |
Merger
|
| | ||
Company
|
| | | |
Merger Consideration
|
| | ||
Company Board Recommendation
|
| | | |
Merger Subsidiary
|
| | ||
Company Enforcement Expenses
|
| | | |
Notice Period
|
| | ||
Company Equity Awards
|
| | | |
Parent
|
| | ||
Company Financial Advisors
|
| | | |
Parent Enforcement Expenses
|
| | ||
Company Group
|
| | | |
Parent Expenses
|
| | ||
Company Intellectual Property
|
| | | |
Parent Group
|
| | ||
Company PSU
|
| | | |
Payoff Amount
|
| | ||
Company PSU Consideration
|
| | | |
Payoff Documents
|
| | ||
Company Restricted Stock
|
| | | |
Payoff Indebtedness
|
| | ||
Company Restricted Stock Consideration
|
| | | |
Prime Rate
|
| | ||
Company RSU
|
| | | |
Product
|
| | ||
|
| |
|
| |
|
| |
|
Company SEC Documents
|
| | | |
Proxy Statement
|
| | ||
Company Securities
|
| | | |
Real Property
|
| | ||
Company Stockholder Approval
|
| | | |
Real Property Lease
|
| | ||
Company Stockholder Meeting
|
| | | |
Representatives
|
| | ||
Company Subsidiary Securities
|
| | | |
Solvent
|
| | ||
Continuing Employee
|
| | | |
Sponsor
|
| | ||
D&O Insurance
|
| | | |
Superior Proposal
|
| | ||
Debt Commitment Letter
|
| | | |
Surviving Corporation
|
| | ||
Debt Financing
|
| | | |
Surviving Corporation Plans
|
| | ||
Dissenting Shares
|
| | | |
Termination Fee
|
| | ||
Effective Time
|
| | | |
Transaction Litigation
|
| | ||
Electronic Delivery
|
| | | |
Transactions
|
| | ||
Eligible Shares
|
| | | |
Uncertificated Shares
|
| | ||
e-mail
|
| | | |
WARN Act
|
| | ||
End Date
|
| | | |
Willful Breach
|
| | ||
Equity Commitment Letter
|
| | | |
|
| |
|
|
Equity Financing
|
| | | |
|
| |
|
|
Exchange Agent
|
| | | |
|
| |
|
|
| |
SELECT INTERIOR CONCEPTS, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ L.W. Varner, Jr.
|
|
| |
Name:
|
| |
L.W. Varner, Jr.
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
ASTRO STONE INTERMEDIATE HOLDING, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy Stone
|
|
| |
Name:
|
| |
Jeremy Stone
|
|
| |
Title:
|
| |
Vice President
|
|
| |
ASTRO STONE MERGER SUB, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy Stone
|
|
| |
Name:
|
| |
Jeremy Stone
|
|
| |
Title:
|
| |
Vice President
|
(i)
|
we reviewed the financial terms of an execution version, provided to us on August 8, 2021, of the Merger Agreement;
|
(ii)
|
we reviewed certain publicly available financial and other information, and certain historical operating data, relating to Select Interior made available to us from published sources and internal records of Select Interior;
|
(iii)
|
we reviewed certain financial projections and other estimates and data relating to Select Interior prepared by the management of Select Interior, which projections and other estimates and data we have been directed by Select Interior to utilize for purposes of our analyses and opinion;
|
(iv)
|
we held discussions with members of the senior management of Select Interior with respect to the business, prospects and financial outlook of Select Interior;
|
(v)
|
we reviewed the reported prices and trading activity for Select Interior Class A Common Stock;
|
(vi)
|
we compared certain financial metrics of Select Interior with those of selected publicly traded companies that we considered generally relevant in evaluating Select Interior;
|
(vii)
|
we compared certain financial terms of the Merger with those of selected precedent transactions that we considered generally relevant in evaluating the Merger;
|
(viii)
|
we considered the results of a sale process undertaken by Select Interior to solicit indications of interest from third parties in the possible acquisition of Select Interior; and
|
(ix)
|
we considered other information and performed other studies and analyses as we deemed appropriate.
|
|
| |
Very truly yours,
|
|
| |
|
|
| |
RBC CAPITAL MARKETS, LLC
|
|
| |
SELECT INTERIOR CONCEPTS, INC.
|
|||
|
| |||||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ L.W. Varner, Jr.
|
|
| |
Name:
|
| |
L.W. Varner, Jr.
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
ASTRO STONE INTERMEDIATE HOLDING, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy Stone
|
|
| |
Name:
|
| |
Jeremy Stone
|
|
| |
Title:
|
| |
Vice President
|
|
| |
B. RILEY SECURITIES, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Bryant Riley
|
|
| |
Name:
|
| |
Bryant Riley
|
|
| |
Title:
|
| |
Co-Executive Chairman
|
|
| |
BRC PARTNERS OPPORTUNITY FUND, LP
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Bryant Riley
|
|
| |
Name:
|
| |
Bryant Riley
|
|
| |
Title:
|
| |
CEO
|
Name
|
| |
Address
|
| |
Owned Shares*
|
BRC Partners Opportunity Fund, LP
|
| |
11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025 Attention: Alan Forman Email: aforman@brileyfin.com
|
| |
485,543 shares of Class A Common Stock
|
B. Riley Securities, Inc.
|
| |
11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025 Attention: Alan Forman Email: aforman@brileyfin.com
|
| |
2,762,457 shares of Class A Common Stock
|
Bryant Riley
|
| |
11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025 Email: rriley@brileyfin.com
|
| |
29,696 shares of Class A Common Stock
|
*
|
If any additional shares of Company Stock are owned by any of the Stockholders as of the Agreement Date, such shares shall be automatically deemed to be “Covered Shares” notwithstanding the contents of this Schedule A.
|
|
| |
SELECT INTERIOR CONCEPTS, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ L.W. Varner, Jr.
|
|
| |
Name:
|
| |
L.W. Varner, Jr.
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
ASTRO STONE INTERMEDIATE HOLDING, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy Stone
|
|
| |
Name:
|
| |
Jeremy Stone
|
|
| |
Title:
|
| |
Vice President
|
|
| |
GATEWAY SECURITIES HOLDINGS, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Christopher Brothers
|
|
| |
Name:
|
| |
Christopher Brothers
|
|
| |
Title:
|
| |
Authorized Signatory
|
|
| |
SOLACE CAPITAL PARTNERS, L.P.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Christopher Brothers
|
|
| |
Name:
|
| |
Christopher Brothers
|
|
| |
Title:
|
| |
Authorized Signatory
|
Name
|
| |
Address
|
| |
Owned Shares*
|
Gateway Securities Holdings, LLC
|
| |
11111 Santa Monica Boulevard, Suite 1275
Los Angeles, CA 90025
Attention: Chris Brothers
Xavier Corzo
Email: CBrothers@solacecap.com
xcorzo@solacecap.com
|
| |
4,109,497 shares of Class A Common Stock
|
Solace Capital Partners, L.P.
|
| |
11111 Santa Monica Boulevard,
Suite 1275
Los Angeles, CA 90025
Attention: Chris Brothers
Xavier Corzo
Email: CBrothers@solacecap.com
xcorzo@solacecap.com
|
| |
3,654 shares of Class A Common Stock
|
*
|
If any additional shares of Company Stock are owned by any of the Stockholders as of the Agreement Date, such shares shall be automatically deemed to be “Covered Shares” notwithstanding the contents of this Schedule A.
|
1 Year Select Interior Concepts Chart |
1 Month Select Interior Concepts Chart |
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