Greenidge Generation Holdings Inc. completed the acquisition of Support.com, Inc. from BLR Partners LP managed by Fondren Management LP, 210 Capital LLC and others in a reverse merger transaction.
The management and Board of the resulting issuer will be namely Jeffrey Kirt, Chief Executive Officer and Director; Dale Irwin, President, Timothy Rainey; Chief Financial Officer; Dustin Beaudry, Chief Technology Officer; Greg Ohanessian, Chief Mining Officer; Timothy Fazio, Chairman Ted Rogers; Vice Chairman; Andrew Bursky, Director; David Filippelli, Director Jerome Lay, Director; Timothy Lowe, Director; Michael Neuscheler, Director Daniel Rothaupt as Director.
The transaction is subject to Support.com majority shareholders approval, receipt of all approvals and consents from any applicable governmental authority that are necessary for the consummation of the Merger, the effectiveness of the S-4 Registration Statement, the listing of the shares of Parent Class A Common Stock issued in connection with the Merger (the Issued Class A Stock) on the Nasdaq Global Select Market or Nasdaq Capital Market (the Listing) and other customary closing conditions. The merger is conditioned upon Support.com having at least $28 million in cash on its balance sheet at closing. As a condition to Greenidge's entry into the merger agreement, 210 Capital, LLC acquired approximately 3.9 million shares of Support.com in a private placement. In addition, in connection with the merger agreement, 210 Capital LLC and certain other Support.com shareholders, who together with 210 Capital LLC hold approximately 30% of the outstanding voting stock of Support.com, entered into an agreement with Greenidge to vote such stock in favor of the merger. Support.com and Greenidge Board of Directors has unanimously approved the merger. The Board of Support has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Support and its stockholders, approved and declared advisable the Merger Agreement and recommends that Support stockholders vote FOR the adoption of the Merger Agreement. As of March 30, 2021, shareholders of Support.com approved the merger agreement. Support.com has scheduled a special meeting of its stockholders to be held on September 10, 2021 at 8:00 a.m. PT to approve the proposed merger. As September 10, 2021, Support.com, Inc.'s shareholders approved the merger. The merger is expected to close in Q3 2021. As of September 13, 2021, transaction is expected to close on September 14, 2021.
Christopher M. Zochowski, Kyle Gann and Bradley Noojin of Winston & Strawn LLP acted as legal advisor and Jimmy Baker, Joe Nardini, Patrice McNicoll, and Thomas McGlynn of B. Riley Securities, Inc. acted as financial advisor to Greenidge. David Ingles, James Masetti, Brian McKenna, Nora Burke, Michael Sibarium, Cindy Schlaefer and Reza Zarghamee of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors and BTIG acted as financial advisor to Support.com. BTIG will receive a fee of 0.45 million and fee of $0.3 million on rendering its opinion to Support. Shearman & Sterling LLP acted as legal advisor to BTIG, LLC. Harkins Kovler, LLC has been retained to assist with the solicitation of proxies and provide related proxy advisory services. Harkins Kovler, LLC will be paid a final fee expected not to exceed $25,000 for these services in connection with the special meeting. Greenidge intends to appoint Computershare Trust Company, N.A. as the transfer agent for its class A common stock. CHRISTOPHER M. ZOCHOWSK, CODY L. WRIGHT, ALAN BICKERSTAFF, DREW ELPHICK, ALAN S. GOUDISS, GILLIAN EMMETT MOLDOWAN, KRISTINA L. TRAUGER, RICHARD ALSOP, K. MALLORY BRENNAN, JAI GARG, EITAN MORRIS, HEATHER C. PALS, DEBORA AYOUB, ELENA RODRIGUEZ of Shearman & Sterling LLP acted as legal advisor to Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. completed the acquisition of Support.com, Inc. (NasdaqCM:SPRT) from BLR Partners LP managed by Fondren Management LP, 210 Capital LLC and others in a reverse merger transaction on September 14, 2021.