Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement
On the Closing Date, certain subsidiaries of the Company entered into a credit
agreement (the "Credit Agreement") among
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The Credit Agreement refinanced and replaced the prior credit agreement entered
into as of
The Credit Agreement provides for an
The Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. Negative covenants include, among others and in each case subject to certain exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains and incorporates by reference statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Transactions, the benefits of the Transactions, financial position, capital structure, indebtedness, business strategy and the plans and objectives of management for future operations, market share and products sales, future market opportunities, future manufacturing capabilities and facilities, future sales channels and strategies, including as they relate to the anticipated effects of the Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "seeks," "plans," "scheduled," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company's management.
The forward-looking statements contained or incorporated by reference in this Current Report are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause such differences include, but are not limited to:
• the Company's ability to realize the benefits of the Business . . .
Item 3.02 Unregistered Sales of
The description of the Business Combination Consideration set forth in the "Introductory Note" above is incorporated herein by reference.
At the Closing, the Company consummated the
The foregoing securities have not been registered under the Securities Act, and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.
This summary is qualified in its entirety by reference to the text of the form of Subscription Agreements, which is included as Exhibit 10.10 to this Current Report and is incorporated herein by reference.
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Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
On
The audit report of PwC on GSAH, the Company's legal predecessor, balance sheet
as of
During the period from
During the period from
The Company has provided PwC with a copy of the foregoing disclosures and has
requested that PwC furnish the Company with a letter addressed to the
(b) Disclosures regarding the new independent registered public accounting firm.
On
Item 5.01 Changes in Control of the Registrant.
The information set forth in the "Introductory Note" above and in Item 2.01 of this Current Report is incorporated herein by reference.
After giving effect to the Business Combination and the redemption of public
shares as described above, as of
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Holders of uncertificated public shares immediately prior to the Business Combination have continued as holders of uncertificated shares of Common Stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Incentive Plan
The information set forth under the heading entitled "Incentive Plan" in Item 1.01 of this Current Report is incorporated herein by reference.
Directors and Executive Officers
The information regarding the Company's officers and directors set forth under the headings "Directors and Executive Officers," "Director Compensation" and "Executive Compensation" in Item 2.01 of this Current Report is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the close of business on
At the Special Meeting, GSAH's stockholders considered the following proposals:
Proposal No. 1. A proposal to approve the Business Combination described in the Proxy Statement, including adopting the Business Combination Agreement and (b) approving the other Transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
For Against Abstain Broker Non-Votes 55,610,526 2,962,372 46,531 N/A 17
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Proposal No. 2. A proposal to approve the issuance of more than 20% of the Company's outstanding common stock in connection with the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
For Against Abstain Broker Non-Votes 55,584,735 2,983,603 51,091 N/A
Proposal No. 3. A proposal to adopt the New
For Against Abstain Broker Non-Votes 55,586,787 2,977,714 54,928 N/A
Proposal No. 4. A proposal to approve and adopt certain governance provisions
included in the New
4A. A proposal to increase the total number of authorized shares from 555,000,000 shares to 2,200,000,000 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
For Against Abstain Broker Non-Votes 45,602,317 12,090,279 926,833 N/A
4B. A proposal requiring that a voting class of not less than 66 2/3% of the
total voting power of all outstanding securities is required to amend, alter,
change or repeal specified provision of the New
For Against Abstain Broker Non-Votes 53,079,632 5,031,817 507,980 N/A
4C. A proposal that that certain potential transactions are not "corporate opportunities" and that any member of the Board who is not an employee of the Company or its subsidiaries, or any employee or agent of such member, other than someone who is an employee of the Company or its subsidiaries (collectively, the "Covered Persons"), are not subject to the doctrine of corporate opportunity, except with respect to business opportunity matters, potential transactions or interests that a Covered Person obtains expressly and solely in connection with the individual's services as a member of the Board. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
For Against Abstain Broker Non-Votes 54,537,426 3,560,690 521,313 N/A
Proposal No. 5. A proposal to elect nine directors, effective upon the closing of the Business Combination, with each director having a term that expires at the Company's annual meeting of stockholders in 2022, until their respective successor is duly elected and qualified or until their earlier resignation, removal or death. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
Director For Against Abstain Broker Non-Votes Lawrence D. Kingsley 55,579,554 0 3,039,875 N/A Thomas D. Logan 55,580,433 0 3,038,996 N/A Jyothsna (Jo) Natauri 55,577,879 0 3,041,550 N/A Christopher Warren 55,578,851 0 3,040,578 N/A Steven W. Etzel 55,575,437 0 3,043,992 N/A Kenneth C. Bockhorst 55,581,240 0 3,038,189 N/A Robert A. Cascella 55,583,643 0 3,035,786 N/A John W. Kuo 54,172,757 0 4,446,672 N/A Jody A. Markopoulos 55,580,144 0 3,039,285 N/A 18
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Proposal No. 6. A proposal to approve and adopt the
For Against Abstain Broker Non-Votes 45,114,530 13,020,340 484,559 N/A
Proposal No. 7. A proposal to approve an increase in the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000. The following is a tabulation of the votes with respect to this proposal only by holders of GSAH Class A common stock, which was not approved:
For Against Abstain Broker Non-Votes 28,279,537 11,097,937 491,955 N/A
Proposal No. 8. A proposal to allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:
For Against Abstain Broker Non-Votes 55,014,073 3,539,428 65,928 N/A
Item 8.01. Other Events.
The Company's outstanding units that have not been previously separated into the
underlying shares of Class A common stock and one-fourth of a warrant were
cancelled and each unitholder received one share of Common Stock and one-fourth
of a Company public warrant, provided that no fractional Company warrants were
issued upon separation of the Company's units. Such units no longer trade as a
separate security and were delisted from the NYSE. The Company's outstanding
warrants are exercisable for shares of Class A common stock on the same terms as
were contained in such warrants prior to the Business Combination. The Company's
Class A common stock and public warrants commenced trading on the NYSE under the
symbols "MIR" and "MIRW," respectively, on
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
In accordance with Rule 12b-23 promulgated under the Exchange Act ("Rule
12b-23"), Mirion TopCo's audited consolidated balance sheets as of
In accordance with Rule 12b-23,
In accordance with Rule 12b-23, GSAH's audited balance sheet as of
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In accordance with Rule 12b-23, GSAH's unaudited condensed balance sheet as of
(b) Pro Forma Financial Information
In accordance with Rule 12b-23, certain unaudited pro forma condensed combined financial information regarding the Company to reflect the consummation of the Transactions appears in Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
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