Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement with
On
The Board of Directors of the Company (the "Board of Directors") unanimously (i) determined and declared that the Merger Agreement and the transactions contemplated thereby, including the Proposed Merger, are advisable and in the best interests of the Company and its stockholders; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Proposed Merger; and (iii) resolved to recommend that the Company's stockholders adopt the Merger Agreement (the "Company Board Recommendation").
Under the terms of the Proposed Merger, (i) each share of common stock of the
Company issued and outstanding immediately prior to the effective time of the
Proposed Merger (the "Effective Time") (other than shares of common stock
(a) owned by Parent, Merger Sub, the Company or any subsidiary of Parent, Merger
Sub or the Company, or (b) held by a stockholder who is entitled to, and who has
perfected, appraisal rights for such shares under
The completion of the Proposed Merger is subject to closing conditions, including: (i) the approval of the Merger Agreement by the Company's stockholders (the "Stockholder Approval"); (ii) the absence of any laws or court orders making the Proposed Merger illegal or otherwise prohibiting the Proposed Merger; (iii) other customary closing conditions, including the accuracy of the representations and warranties of each party (subject to certain materiality exceptions) and material compliance by each party with its covenants under the Merger Agreement; and (iv) the closing of a debt financing by Parent, a portion of the proceeds of which will fund Parent's obligation to pay the Merger Consideration.
Parent has entered into debt commitment letters providing for (i) an asset-based credit facility and (ii) a term loan, a portion of the proceeds of which will fund Parent's obligation to pay the Merger Consideration at the closing of the Proposed Merger. The obligations of the lenders under the debt commitment letters are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain specified representations and warranties, and certain pro forma financial conditions.
The Merger Agreement contains representations and warranties customary for transactions of this type. The Company has agreed to various customary covenants and agreements, including, among others, (i) agreements to use commercially reasonable efforts to conduct its and its subsidiaries' businesses in the ordinary course of business during the period between the date of the Merger Agreement and the Effective Time and not to engage in certain kinds of transactions during this period; and (ii) to call a meeting of its stockholders to adopt the Merger Agreement.
The Company has also agreed not to (i) solicit proposals relating to alternative transactions; or (ii) participate in any discussions or negotiations regarding, or furnish any non-public information relating to the Company in connection with, any proposal for an alternative transaction, subject to certain exceptions to permit the Board of Directors to comply with its fiduciary duties. Notwithstanding these "no-shop" restrictions, prior to obtaining the Stockholder . . .
Item 2.02. Results of Operations and Financial Condition.
On
The information in this Item 2.02 and exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the entry into the Merger Agreement, on
As previously disclosed, neither
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.3 and is incorporated herein by this reference.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On
The foregoing description of the amended and restated change in control Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated change in control plan, which is filed herewith as Exhibit 10.4 and is incorporated herein by this reference.
Additional Information about the Proposed Merger and Where to Find It
In connection with the Proposed Merger, the Company will prepare and file
relevant materials with the
Participants in the Solicitation of Company Stockholders
The Company,
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains (and oral communications made by us may contain)
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Forward-looking statements can be
identified by words such as "anticipate," "believe," "estimate," "expect,"
"intend," "plan," "predict," "project," "target," "future," "seek," "likely,"
"strategy," "may," "should," "will," and similar references to future periods
and include statements regarding the proposed merger with
Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations,
and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy, and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict and many of which are outside of our control. The
Company's actual results may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual
results to differ materially from those indicated in the forward-looking
statements include, among others, risks related to disruption of management's
attention from ongoing business operations due to the Proposed Merger; the risk
that one or more closing conditions to the transaction may not be satisfied or
waived, on a timely basis or otherwise; the risk that the transaction does not
close when anticipated, or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
potential adverse reactions or changes to employee or business relationships
resulting from the announcement or completion of the proposed merger; the risk
of litigation or legal proceedings related to the Proposed Merger; unexpected
costs, charges or expenses resulting from the Proposed Merger; and other factors
discussed in the "Risk Factors" section of the Company's most recent Annual
Report on Form 10-K, and the Company's subsequent Quarterly Reports on Form 10-Q
and in other filings the Company makes with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofMarch 16, 2022 , by and among the Company, Parent and Merger Sub 10.1** Amendment No. 2 to the Third Amended and Restated Loan and Security Agreement, dated as ofMarch 16, 2022 , amongSummer Infant, Inc. andSummer Infant (USA), Inc. as borrowers, the guarantors from time-to-time party thereto, the financial institutions from time-to-time party thereto as lenders, andBank of America, N.A ., as agent for the lenders 10.2** Amendment No. 1 to Loan and Security Agreement, dated as ofMarch 16, 2022 , amongSummer Infant, Inc. andSummer Infant (USA), Inc. as borrowers, the guarantors from time-to-time party thereto, the financial institutions from time-to-time party thereto as lenders, andWynnefield Capital, Inc. , as agent and security trustee for the lenders 10.3 Fourth Amendment to Engagement Letter, datedMarch 16, 2022 , between the Company andRiveron RTS, LLC 10.4Summer Infant, Inc. Amended and Restated Change in Control Plan 99.1 Press Release of the Company datedMarch 16, 2022 99.2 Joint Press Release of the Company and Parent datedMarch 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
** Portions of this exhibit have been omitted for confidential treatment pursuant
to Regulation K, Item 601(b)(10).
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