Item 1.01 Entry Into a Material Definitive Agreement.
Share Purchase Agreement
On
The description of the Share Purchase Agreement contained in the Company's
Current Report on Form 8-K filed on
Pershing Entities Letter
In connection with the Company's entry into the Share Purchase Agreement, the
Company,
The description of the Pershing Entities Letter contained in the Company's
Current Report on Form 8-K filed on
Registration Rights Agreement
On
The description of the Registration Rights Agreement contained in the Company's
Current Report on Form 8-K filed on
Indemnification Agreement
On
The description of the Indemnification Agreement contained in the Company's
Current Report on Form 8-K filed on
The documents summarized and incorporated by reference in this Item 1.01 contain representations, warranties and covenants that the parties made to each other as of the dates of such documents or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the documents. These documents have been attached to provide investors with information regarding their terms and is not intended to provide any other factual information about the Company, Vivendi or UMG any of the other parties' thereto, or any affiliates of the parties thereto.
In particular, the representations, warranties, covenants and agreements contained in the Share Purchase Agreement, which were made only for purposes of the Share Purchase Agreement and as of specific dates, were
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solely for the benefit of the parties to the Share Purchase Agreement, may be
subject to limitations agreed upon by the contracting parties and may be subject
to standards of materiality applicable to the contracting parties that differ
from those applicable to investors and reports and documents filed with the
Item 8.01. Other Events
On
The Company also provided additional disclosure regarding the Distribution, as set forth below:
Either on, or very shortly after, the date on which the Company completes the Share Purchase, the UMG Shares will be transferred into a trust (the "Liquidating Trust").
Each holder of the Company's Class A Common Stock as of the record date of the
Distribution (the "Distribution Record Date") will receive a non-transferable
interest in the
For those shareholders, this mechanic makes no difference to the number of UMG
Shares they would have received if the Distribution Record Date were the same
and the Company did not use the
However, it allows the Company to simplify its balance sheet by removing the UMG Shares and therefore place it in a position to better pursue its next business combination
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities.
The proposed Transactions described in this Current Report on Form 8-K have not
yet commenced, may proceed on materially different terms and may not occur at
all. This Current Report on Form 8-K is for informational purposes only. This
Current Report on Form 8-K is not a recommendation to buy, sell or exchange any
securities, and it is neither an offer to purchase nor a solicitation of an
offer to sell securities. The Offers will only be made pursuant to offers to
purchase or exchange, letters of transmittal and related materials that will be
filed with the applicable Schedule TO on the commencement date of each Offer.
The Company's shareholders and warrant holders should read those materials
carefully because they will contain important information, including the various
terms of, and conditions to, the Offers. The Company's shareholders and warrant
holders will be able to obtain free copies of those materials as well as the
other documents that the Company and
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Transactions, including statements regarding the benefits of the Transactions, the anticipated timing of the proposed Transactions, the services offered by UMG and the markets in which it operates. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are
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predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this release, including but
not limited to: (i) the risk that the proposed Transactions may not be completed
in a timely manner or at all, or may be completed on terms materially different
from those described herein, which may adversely affect the price of the
Company's securities, (ii) the risk that the proposed Transactions may not be
completed by the Company's business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by
the Company, (iii) the failure to satisfy the conditions to the consummation of
any aspect of the proposed Transactions, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed Transactions,
(v) the occurrence of any event, change or other circumstance that could give
rise to the proposed Transactions not occurring, (vi) the effect of the
announcement or pendency of the proposed Transactions on UMG's business
relationships, performance, and business generally, (vii) the outcome of any
legal proceedings that may be instituted against the Company, SPARC, Vivendi,
UMG or their respective directors or officers related announcement of the
proposed Transactions, (viii) the amount of the costs, fees, expenses and other
charges related to the proposed Transactions, (ix) the ability to maintain the
listing of the Company's securities on NYSE or list on Nasdaq, (x) the price of
the Company's securities may be volatile due to a variety of factors which may
also include changes in UMG's business and operations and in performance across
its competitors, changes in laws and regulations affecting UMG's business and
changes in its capital structure as a result of the proposed Transactions and
its contemplated public listing, (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
Transactions, and identify and realize additional opportunities, (xii) the
number of shares of Class A Common Stock redeemed by the Company's stockholders
in the Redemption Tender Offer or the number of warrants exchanged and shares of
Class A Common Stock issued in the Warrant Exchange Offer, (xiii) possible
variances between the historical financial information UMG presents and its
future financial statements, when they become available, (xiv) potential
material differences between the terms of SPARC described herein and those
ultimately offered to investors or the
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of the registration statements for the Distribution and
the SPARC rights offering that will be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 2.1 Share Purchase Agreement, datedJune 20, 2021 , by and between thePershing Square Tontine Holdings, Ltd. and Vivendi S.E. 10.1 Pershing Entities Letter Agreement, datedJune 20, 2021 , by and amongPershing Square Tontine Holdings, Ltd ,Pershing Square TH Sponsor, LLC , Pershing Square Holdings, Ltd.,Pershing Square, L.P. ,Pershing Square International, Ltd. ,Lisa Gersh ,Michael Ovitz ,Jacqueline D. Reses andJoseph S. Steinberg 10.2 Registration Rights Agreement, datedJune 20, 2021 , by and amongPershing Square Tontine Holdings, Ltd ,Pershing Square TH Sponsor, LLC , andUniversal Music Group B.V.
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10.3 Indemnification Agreement, datedJune 20, 2021 , by and between thePershing Square Tontine Holdings, Ltd. and Vivendi S.E. 99.1 UMG Video Presentation Transcript, datedJune 23, 2021 99.2 Investor Call Transcript, datedJune 23, 2021 99.3 Investor Presentation, datedJune 23, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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