Item 1.01. Entry into a Material Definitive Agreement
Sale of Tax Refund Solutions Business Segment
On
Upon the terms and subject to the conditions set forth therein, the Purchase
Agreement provides that, in consideration for the purchase of TRS, Green Dot
will pay the Bank a purchase price of: (i)
The Purchase Agreement contains customary representations and warranties from both the Bank and Green Dot, and each party has agreed to customary covenants, including, among others, covenants applicable to the Bank relating to the conduct of the TRS business during the interim period between the execution of the Purchase Agreement and the closing.
The completion of the Sale Transaction is subject to customary conditions, including (1) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of any timing agreement between the parties and any governmental authority, and (2) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Sale Transaction or any of the other transactions contemplated by the Purchase Agreement or making the completion of the Sale Transaction or any of the other transactions contemplated by the Purchase Agreement illegal.
Each party's obligation to complete the Sale Transaction is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations under the Purchase Agreement.
The Purchase Agreement may be terminated by mutual consent of the parties. In
addition, the Purchase Agreement may be terminated by either party if the
closing has not occurred by
The Purchase Agreement provides that, for a period of four years following the
closing date, the Bank and its affiliates are subject to customary
non-competition and non-solicitation covenants. In addition, the Bank's current
Chief Executive Officer and President of the
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The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the
Purchase Agreement have been made only for the purposes of, and were and are
solely for the benefit of the parties to, the Purchase Agreement, may be subject
to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Purchase Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to
the parties that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state of affairs at
the date they were made or at any other time, and investors should not rely on
them as statements of fact. In addition, such representations and warranties (1)
generally will not survive consummation of the transaction, and (2) were made
only as of the date of the Purchase Agreement or such other date as is specified
in the Purchase Agreement. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Purchase
Agreement, which subsequent information may or may not be fully reflected in the
parties' public disclosures. Accordingly, the Purchase Agreement is included
with this filing only to provide investors with information regarding the terms
of the Purchase Agreement, and not to provide investors with any factual
information regarding Republic or Green Dot, their respective affiliates or
their respective businesses. The Purchase Agreement should not be read alone,
but should instead be read in conjunction with the other information regarding
Republic, Green Dot, their respective affiliates or their respective businesses,
the Purchase Agreement and the transaction that will be contained in, or
incorporated by reference into, the Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other filings that each of Republic and Green Dot make
with the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
e
(e) Adoption of TRS Transaction Bonus Program.
As disclosed elsewhere in this filing, on
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The foregoing description of the Bonus Program does not purport to be complete
and is qualified in its entirety by reference to the full text of the form of
the TRS Transaction Bonus Program agreement for
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. Exhibit No.Description 2.1 Asset Purchase Agreement dated as ofMay 13, 2021 , betweenRepublic Bank & Trust Company and Green Dot Corporation .* 10.1 Form of Agreement for TRS Transaction Bonus Program 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy of
any omitted schedule or similar attachment to the
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