Item 1.01. Entry into a Material Definitive Agreement
On
Merger Agreement
Pursuant to the Merger Agreement, and subject to the terms and conditions
thereof, MMA will merge with and into Merger Sub (the "Merger"), with Merger Sub
as the surviving entity and a wholly owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), Merger Sub will change its
name to
Each of MMA, Parent and Merger Sub has made customary representations and warranties and covenants in the Merger Agreement, including covenants to use their respective reasonable best efforts to effect the transaction, including securing required regulatory approvals. In addition, MMA has agreed to other customary covenants, including, among others, covenants to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the closing of the Merger.
The obligations of the parties to consummate the Merger are subject to the
satisfaction or waiver of closing conditions set forth in the Merger Agreement,
including, among others, (1) the approval of MMA's shareholders, (2) the
expiration or termination of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (3) the absence of a "Material Adverse Effect" (as defined in the Merger
Agreement) with respect to MMA, and (4) the consummation of the transactions
described in the Termination Agreement and in a certain Assignment and
Assumption Agreement also dated
For the first 45 days following the signing of the Merger Agreement (the "Go-Shop Period"), the Company will be permitted to initiate, solicit, and encourage competing bids and negotiate competing Company Acquisition Proposals (as defined in the Merger Agreement) (the "Go-Shop Process"), subject to certain information and matching rights of Parent. Subject to certain exceptions, at the conclusion of the Go-Shop Process, the Company has agreed not to, among other things, (i) initiate, propose or knowingly solicit or knowingly encourage, knowingly facilitate or knowingly assist, any proposal or any inquiries with respect to a Company Acquisition Proposal, (ii) participate or engage in any negotiations regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort by, any third party in furtherance of any Company Acquisition Proposal, (iii) approve or recommend a Company Acquisition Proposal, (iv) enter into any letter of intent, agreement in principle, acquisition agreement, merger agreement, option agreement or other similar agreement providing for a transaction that is the subject of a Company Acquisition Proposal, or (v) propose publicly or agree to do any of the foregoing.
Prior to the approval of the Merger Agreement by the Company's shareholders, the Company may in certain circumstances effect a Company Change of Recommendation (as defined in the Merger Agreement) and terminate the Merger Agreement in order to enter into a definitive agreement providing for a Company Superior Proposal (as defined in the Merger Agreement), subject to complying with certain notice and other specified conditions set forth in the Merger Agreement, including payment to Parent of a termination fee (as described below).
The Merger Agreement may be terminated under certain circumstances by the Company prior to obtaining the Company Shareholder Approval, if, after following certain procedures and adhering to certain restrictions, the Company enters into a definitive agreement providing for the implementation of a Company Superior Proposal. In addition, Parent may terminate the Merger Agreement under certain circumstances and subject to certain restrictions, including if the Company Board effects a Company Change of Recommendation.
Upon a termination of the Merger Agreement, the Company will be required to pay
a termination fee to Parent of
Item 3.03 Material Modification to Rights of Security Holders.
Prior to the execution and delivery of the Merger Agreement, the Company
effected an amendment dated
A copy of the Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment.
Item 7.01. Regulation FD Disclosure.
On
The information under Item 7.01 of this report (including Exhibit 99.1 hereto) is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under Item 7.01 of this report (including Exhibit 99.1 hereto) is not deemed incorporated by reference in any filing under the Securities Act, or the Securities Exchange Act of 1934, as amended, except to the extent expressly set forth by specific reference in such a filing.
Item 8.01 Other Events Voting Agreements
In connection with the execution of the Merger Agreement, Parent and each of
The foregoing description of the Voting Agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreements, copies of which are attached hereto as Exhibits 99.2, 99.3, 99.4 and 99.5 and are incorporated herein by reference.
Cautionary Statements Regarding Forward Looking Statements
This Current Report on Form 8-K (this "Current Report") contains forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements regarding the Credit Agreement and other statements identified by words such as "may," "will," "should," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seek," "would," "could," and similar words or expressions and are made in connection with discussions of future events and future operating or financial performance.
Forward-looking statements reflect our management's expectations at the date of
this Current Report regarding future conditions, events or results, including
the proposed transaction. They are not guarantees of future performance. By
their nature, forward-looking statements are subject to risks and uncertainties.
Our actual results and financial condition may differ materially from what is
anticipated in the forward-looking statements. There are many factors that could
cause actual conditions, events or results to differ from those anticipated by
the forward-looking statements contained in this Current Report. Certain risks
and uncertainties include, but are not limited to, the following: (i) MMA may be
unable to obtain shareholder approval as required for the proposed transaction;
(ii) other conditions to the closing of the proposed transaction may not be
satisfied, including that a governmental entity may prohibit, delay or refuse to
grant a necessary regulatory approval; (iii) the proposed transaction may
involve unexpected costs, liabilities or delays; (iv) the business of MMA may
suffer as a result of uncertainty surrounding the proposed transaction; (v)
shareholder litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in significant
costs of defense, indemnification and liability; (vi) MMA may be adversely
affected by other economic, business, and/or competitive factors; (vii) the
occurrence of any event, change or other circumstances which, under the terms
thereof, could give rise to the termination of the Merger Agreement; (viii)
MMA's ability to recognize the anticipated benefits of the proposed transaction;
(ix) the risk that the proposed transaction disrupts MMA's current plans and
operations or diverts management's or employees' attention from ongoing business
operations; (x) the risk of potential difficulties with MMA's ability to retain
and hire key personnel and maintain relationships with third parties as a result
of the proposed transaction; and (xi) other risks to consummation of the
proposed transaction, including the risk that the proposed transaction will not
be consummated within the expected time period or at all. For a discussion of
certain additional risks and uncertainties and the factors that could cause our
actual results to differ materially because of those risks and uncertainties or
may affect the proposed transaction, see Part I, Item 1A, Risk Factors of our
Annual Report on Form 10-K for the year ended
Readers are cautioned not to place undue reliance on forward-looking statements in this Current Report or that we may make from time to time, and to consider carefully the factors discussed in Part I, Item 1A. "Risk Factors" of the 2020 Annual Report in evaluating these forward-looking statements. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description of Exhibit 2.1* Agreement and Plan of Merger dated as ofMay 24, 2021 , by and among withFP Acquisition Parent, LLC ,FP Acquisition Merger Sub, LLC andMMA Capital Holdings, Inc. 4.1 Third Amendment to Tax Benefits Rights Agreement dated as ofMay 24, 2021 by and betweenMMA Capital Holdings, Inc. andBroadridge Corporate Issuer Solutions, Inc. 10.1* Termination Agreement dated as ofMay 24, 2021 , by and betweenMMA Capital Holdings, Inc. andHunt Investment Management, LLC 99.1 Press Release, datedMay 24, 2021 99.2* Voting and Support Agreement dated as ofMay 24, 2021 by and among Parent andGary Mentesana 99.3* Voting and Support Agreement dated as ofMay 24, 2021 by and amongParent and Hunt Capital Holdings, LLC 99.4* Voting and Support Agreement dated as ofMay 24, 2021 by and among Parent andJames C. Hunt 99.5* Voting and Support Agreement dated as ofMay 24, 2021 by and among Parent andMichael Falcone
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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