Item 1.01 Entry into a Material Definitive Agreement
On December 29, 2022, Generac Power Systems, Inc. ("Generac"), a wholly owned
subsidiary of Generac Holdings Inc. ("Generac Holdings"), entered into a
definitive agreement to amend (the "Amendment") the Arrangement Agreement (the
"Purchase Agreement") between Generac, 13462234 Canada Inc., a wholly owned
subsidiary of Generac ("Generac NewCo," and together with Generac, the "Generac
Parties"), ecobee Inc. ("ecobee"), and Shareholder Representative Services LLC,
solely in its capacity as representative of ecobee's securityholders (the
"ecobee Securityholders"), dated November 1, 2021. Under the Purchase Agreement,
Generac Newco was required to pay or cause to be paid to the ecobee
Securityholders an earnout payment with a value of up to $60 million, in the
form of shares of Generac Holdings' common stock, par value $0.01 ("Generac
Stock"), contingent on the achievement of certain performance targets by ecobee
as of June 30, 2023 (the "Earnout Consideration"). The number of shares of
Generac Stock was to be determined based on the volume-weighted average price of
Generac Stock over a period of 20 trading days ending on June 30, 2023.
Under the Amendment, the parties agreed to an early determination of the Earnout
Consideration to accelerate the achievement of certain synergies between ecobee
and Generac. The final payment of the Earnout Consideration of $45 million will
be based on ecobee's projected level of achievement of the performance targets
set under the Purchase Agreement. The Amendment further provides that the number
of shares of Generac Stock to be issued as Earnout Consideration will be
determined based on the volume-weighted average price of Generac Stock over a
period of 20 trading days ending on January 6, 2023.
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