Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on
On
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may not be based on historical facts and should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "anticipate," "believe," "budget," "contemplate," "continue," "estimate," "expect," "foresee," "intend," "indicate," "target," "plan," positions," "prospects," "project," "predict," or "potential," by future conditional verbs such as "could," "may," "might," "should," "will," or "would," or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the anticipated completion of the Transaction and the Company's and Simmons' expectations about their ability to successfully integrate the combined businesses.
These forward-looking statements involve risks and uncertainties, and may not be
realized due to a variety of factors, including, without limitation: changes in
the Company's and Simmons' operating, acquisition, or expansion strategy; the
effects of future economic conditions (including unemployment levels and
slowdowns in economic growth), governmental monetary and fiscal policies, as
well as legislative and regulatory changes, including in response to the
COVID-19 pandemic; changes in interest rates; possible adverse rulings,
judgements, settlements, and other outcomes of pending or future litigation; the
ability to obtain regulatory approvals and meet other closing conditions to the
Transaction; delay in closing the Transaction; difficulties and delays in
integrating the Spirit business or fully realizing cost savings and other
benefits of the Transaction; changes in Simmons' share price before closing; the
outcome of any legal proceedings that may be instituted against the Company or
Simmons as a result of the Transaction or otherwise; the occurrence of any
event, change or other circumstance that could give rise to the right of one or
both parties to terminate the Agreement; business disruption following the
Transaction; the reaction to the Transaction of the companies' customers,
employees and counterparties; uncertainty as to the extent of the duration,
scope, and impacts of the COVID-19 pandemic on the Company, Simmons and the
Transaction; and other relevant risk factors, which may be detailed from time to
time in the Company's and Simmons' press releases and filings with the
The Company and Simmons believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to the Company and Simmons on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company and Simmons cannot guarantee its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Simmons undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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