SPAN ACQU Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Transaction Structure and Consideration
Following the closing of the Transactions (the "Closing"), the combined company will be organized in an "Up-C" structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan's only material assets will be its equity interests in Sunlight.
Prior to the Closing, the outstanding units representing limited liability
company interests in Sunlight and equity award units issued pursuant to
Sunlight's long-term incentive plan (collectively, the "Existing Sunlight
Units") will be owned by the Blockers and certain other persons and entities
(such other owners of Existing Sunlight Units, the "Unblocked Sunlight
Unitholders"). At the Closing, the owners of Existing Sunlight Units (other than
unallocated or forfeited Existing Sunlight Units and subject to the required
escrow of consideration in respect of provisionally vested Class
(i) shares of Class A common stock, par value
("Class A Common Stock"), which will be issued to the owners of equity
interests in the Blockers pursuant to the Blocker Mergers (as defined below)
and to holders of vested Sunlight equity award units and in respect of
holders of provisionally vested Sunlight equity award units to an escrow
agent to be held in escrow pending satisfaction of applicable time vesting
provisions;
(ii) a new class of common units representing limited liability company interests
in Sunlight ("Class EX Units"), which will be issued to (a) certain of the
Unblocked Sunlight Unitholders holding Class C Units pursuant to the OpCo
Merger (as defined below), which together with a corresponding number of
shares of Class C Common Stock (as defined below) will be exchangeable for
Class A Common Stock on a one-for-one basis and (b) to an escrow agent to be
held in escrow in respect of provisionally vested Sunlight Class C Units
held by Unblocked Sunlight Unitholders holding Class C Units , together with
a corresponding number of shares of Class C Common Stock, subject to
additional time vesting and to the release of such escrowed securities over
time as the time vesting requirements are satisfied;
(iii) shares of a new class of common stock of Spartan designated as Class C
common stock, par value $0.0001 per share ("Class C Common Stock" and,
together with the Class A Common Stock, the "Common Stock"), which will
have no economic rights but will be entitled to vote as a class with the
Class A Common Stock, and which will be issued to certain of the Unblocked
Sunlight Unitholders or, in the case of Unblocked Sunlight Unitholders
holding provisionally vested Class C Units , into escrow as described above,
pursuant to the OpCo Merger, with the aggregate number of shares of Class C
Common Stock issued being equivalent to the number of Class EX Units issued
pursuant to the OpCo Merger;
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(iv) with respect to the owners of the equity interests in the Blockers and
Unblocked Sunlight Unitholders that own member interests in Sunlight, rights
under the Tax Receivable Agreement described below; and
(v) cash.
The total consideration to be received by owners of the Blockers and the Unblocked Sunlight Unitholders at the Closing pursuant to the Transactions (the "Total Sunlight Owner Transaction Consideration") will consist of:
(i) an amount of cash equal to, (a) as of the Reference Time (as defined in the
Business Combination Agreement): (x) the amount of immediately available
funds available for release to Spartan (net of the payments required to be
made to the Redeeming Stockholders (as defined in the Business Combination
Agreement)) in Spartan's trust account (the "Trust Account"), plus (y) the
amount of cash held by Spartan without restriction outside of the Trust
Account, plus (z) the amount cash to be paid to Spartan pursuant to the
Subscription Agreements (as defined below) (clauses (x), (y) and (z),
collectively, "Acquiror Cash") less (b) $50,000,000 , less (c) the amount of
all unpaid transaction expenses of Sunlight and Spartan as of the Closing
(the "Total Cash Consideration");
(ii) an aggregate number of shares in the form of Class A Common Stock and Class
EX Units/Class C Common Stock (each of which will be exchangeable for Class
A Common Stock on a one-for-one basis) equal to the quotient of (a) the
excess of (x) $1,175,000,000 over (y) the Total Cash Consideration, and (b)
$10.00 (the "Total Equity Consideration"); and
(iii) rights under the Tax Receivable Agreement described below.
In order to give effect to the Up-C structure, pursuant to the Transactions: (i) the Total Sunlight Owner Transaction Consideration will be allocated among the equity owners of the Blockers and the Unblocked Sunlight Unitholders in accordance with the provisions of the Business Combination Agreement and the existing limited liability company agreement of Sunlight (such allocation, the "Consideration Allocation"); and (ii) Spartan will directly or indirectly through its wholly owned subsidiaries receive the Spartan Transaction Consideration (as defined below).
The total consideration to be received by Spartan directly or indirectly through its wholly owned subsidiaries at the Closing pursuant to the Transactions (the . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of Spartan that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Transactions.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Spartan under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Transactions, Spartan will file the Registration
Statement with the
Participants in the Solicitation
Spartan and its directors and officers may be deemed participants in the
solicitation of proxies of Spartan's shareholders in connection with the
Transactions. Security holders may obtain more detailed information regarding
the names, affiliations and interests of certain of Spartan's executive officers
and directors in the solicitation by reading Spartan's final prospectus filed
with the
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act, and Section 21E of the Securities
Exchange Act. All statements, other than statements of present or historical
fact included in this Current Report on Form 8-K, regarding Spartan's proposed
acquisition of Sunlight and Spartan's ability to consummate the transaction, are
forward-looking statements. When used in this Form 8-K, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend," "estimate,"
"expect," "project," the negative of such terms and other similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These forward-looking
statements are based on management's current expectations and assumptions about
future events and are based on currently available information as to the outcome
and timing of future events. Except as otherwise required by applicable law,
Spartan and Sunlight disclaim any duty to update any forward looking statements,
all of which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date of this Current Report on Form
8-
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Business Combination Agreement, dated as ofJanuary 23, 2021 , by and among Spartan, the Spartan Subsidiaries, FTV Blocker,Tiger Blocker and Sunlight. 10.1 Founders Stock Agreement. 10.2 Letter Agreement Amendment. 10.3 Form of Subscription Agreement. 99.1 Press Release, datedJanuary 25, 2021 . 99.2 Conference Call Script. 99.3 Investor Presentation.
* All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule and/or exhibit will be furnished to the
request.
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