SILX ENGA Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
The Business Combination
The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:
(i) Merger Sub 1 will merge with and into SilverBox, with Merger Sub 1 surviving
the SilverBox Merger as a direct wholly owned subsidiary of PubCo , and
(x) each share of SilverBox's Class A common stock, par value $0.0001 per
share ("SilverBox Class A Common Stock"), and Class C common stock par value
$0.0001 per share ("SilverBox Class C Common Stock"), outstanding immediately
prior to the effectiveness of the SilverBox Merger being converted into the
right to receive one share of PubCo's Class A common stock, par value $0.0001
per share ("PubCo Class A Common Stock"), (y) each share of SilverBox's
Class B common stock, par value $0.0001 per share ("SilverBox Class B Common
Stock," and, collectively with the SilverBox Class A Common Stock and
SilverBox Class C Common Stock, the "SilverBox Common Stock"), outstanding
immediately prior to the effectiveness of the SilverBox Merger being
converted into the right to receive a combination of shares of PubCo Class A
Common Stock and PubCo's Class C common stock, par value $0.0001 per share
("PubCo Class C Common Stock"), which PubCo Class C Common Stock will have no
voting rights and will be restricted and convertible automatically into
shares of PubCo Class A Common Stock upon the occurrence of certain events,
and (z) each warrant of SilverBox outstanding immediately prior to the
effectiveness of the SilverBox Merger being converted into the right to
receive one warrant of PubCo (the "PubCo Warrants"), with PubCo assuming
SilverBox's obligations under the existing warrant agreement;
(ii) immediately following the SilverBox Merger, Merger Sub 2 will merge with and
into Blocker, with Blocker surviving the Blocker Merger as a direct wholly
owned subsidiary of Merger Sub 1 and an indirect wholly subsidiary of PubCo
and each share of common stock of Blocker outstanding immediately prior to
the effectiveness of the Blocker Merger being converted into the right to
receive a combination of shares of PubCo Class A Common Stock, shares of
PubCo Class C Common Stock, and cash; and
(iii)
"Continuing Unitholders") shares of
economic rights but will entitle the holders thereof to vote on all matters
on which stockholders of
number of Company Units held by such members in Authentic Brands.
As a result of the Business Combination, among other things:
(i)
("Company Units") and will be the managing member of Authentic Brands; and
(ii) the Continuing Unitholders will hold (i) non-voting Company Units that are
exchangeable on a one-for-one basis for shares of PubCo Class A Common Stock
(subject to surrendering a corresponding number of shares of PubCo Class B
Common Stock for cancellation), (ii) restricted Company Units that will be
subject to vesting, forfeiture and certain other conditions as specified in
the limited liability company agreement of Authentic Brands, and (iii) a
number of shares of PubCo Class B Common Stock corresponding to the number
of Company Units held.
Conditions to Closing
The Business Combination Agreement is subject to the satisfaction or waiver of
certain customary closing conditions, including, among others, (a) approval of
the Business Combination and related agreements and transactions by the
SilverBox stockholders, the Authentic Brands members and the Blocker
stockholders, (b) effectiveness of the proxy / registration statement on
Form S-4 (the "Registration Statement") to be filed by
Covenants
The Business Combination Agreement contains additional covenants, including,
among others, providing for (i) the parties to conduct their respective
businesses in the ordinary course through the Closing, (ii) the parties to not
initiate any negotiations or enter into any agreements for certain alternative
transactions, (iii) Authentic Brands to prepare and deliver to SilverBox certain
audited and unaudited consolidated financial statements of Authentic Brands,
(iv)
Representations and Warranties
The Business Combination Agreement contains customary representations and warranties by SilverBox and Authentic Brands. The representations and warranties of the respective parties to the Business Combination Agreement generally will not survive the closing of the Business Combination.
Termination
The Business Combination Agreement contains certain termination rights for both SilverBox and Authentic Brands including (but not limited to) that the Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination (i) by mutual written consent of SilverBox and Authentic Brands, (ii) by written notice from either SilverBox or Authentic Brands to the other if certain approvals of the SilverBox stockholders, to the extent required under the Business Combination Agreement, are not obtained as set forth therein, (iii) by written notice from SilverBox, if certain approvals of the Authentic Brands members or the Blocker stockholders, to the extent . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the
Forward-Looking Statements
Certain statements in this Current on Form 8-K are forward-looking statements.
Forward-looking statements generally relate to future events including future
financial or operating performance of
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by SBEA and its management, and the Company and its
management, as the case may be, are inherently uncertain and are inherently
subject to risks, variability and contingencies, many of which are beyond the
Company's control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (1) SBEA's ability to
complete the business combination; (2) the outcome of any legal proceedings that
may be instituted against SBEA, the combined company or others following the
announcement of the business combination and any definitive agreements with
respect thereto; (3) the inability to complete the business combination due to
the failure to obtain approval of the stockholders of SBEA, to obtain financing
to complete the business combination or to satisfy other conditions to closing;
(4) changes to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the consummation of
the business combination; (6) the risk that the business combination disrupts
current plans and operations of the Company as a result of the announcement and
consummation of the business combination; (7) the ability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain key relationships and retain its management
and key employees; (8) costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that the Company or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; (11) the Company's estimates of expenses and profitability;
(12) the failure to realize anticipated pro forma results or projections and
underlying assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in SBEA's final prospectus relating
to its initial public offering dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SBEA nor the Company undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current Report on Form 8-K.
Additional Information about the Proposed Business Combination and Where to Find It
This Current Report on Form 8-K is being made in respect of the proposed
transaction involving SBEA and the Company. In connection with the proposed
business combination, the Form S-4 is expected to be filed by a newly-formed
holding company ("PubCo") with the
Participants in the Solicitation
SBEA,
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SBEA in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination that will be filed on Form S-4 when available.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement dated as ofNovember 2, 2021 10.1 Form of PIPE Subscription Agreement Amended and Restated Forward Purchase Agreement dated as of 10.2November 2, 2021 10.3 Sponsor Letter Agreement dated as ofNovember 2, 2021 10.4 Form of Transaction Support Agreement 10.5 Form of Investor Rights Agreement 10.6 Form of Tax Receivable Agreement Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
* Certain schedules to this Exhibit have been omitted in accordance with Item
601(a)(5) of Regulation S-K. SilverBox hereby agrees to hereby furnish
supplementally a copy of all omitted schedules to the
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