Item 8.01 Other Events.
On
As of
A recent ruling by the
To resolve potential uncertainty with respect to the Company's capital
structure, and consistent with the approach taken by certain other similarly
situated companies, the Company has filed a petition in the
As previously disclosed, on
Forward-Looking Statements.
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "could," "should," "may," "plan," "project," "predict" and similar expressions. The Company cautions readers of this filing that such "forward-looking statements" are necessarily estimates reflecting the judgment of the Company's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward-looking statements." With respect to the matters addressed in this filing, no assurances can be made regarding the outcome of the Company's proceeding pursuant to Section 205 of the DGCL.
Factors that could cause the Company's actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the proposed Merger due to the failure to satisfy other conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of
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management's attention from the Company's ongoing business operations due to the transaction; the effect of the announcement of the proposed Merger on the Company's relationships with its customers, operating results and business generally; the risk that the proposed Merger will not be consummated in a timely manner; the risk that actual costs could exceed the expected costs of the proposed Merger; the duration and scope of the evolving COVID-19 pandemic and its impact on the Company's liquidity and capital resources, including on the Company's customers and timing of payments, the sufficiency of credit facilities, and the Company's compliance with lender covenants; the ineffectiveness of steps the Company takes to reduce operating costs; risks of the smart home and security industry, including risks of and publicity surrounding the sales, subscriber origination and retention process; the highly competitive nature of the smart home and security industry and product introductions and promotional activity by the Company's competitors; the impact of litigation, complaints, product liability claims and/or adverse publicity; the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime, geopolitical tensions, weather, and demographic trends; the impact of changes to prevailing economic conditions, including increasing interest rates, rising inflation and the expiration of federal, state and local economic stimulus programs; adverse publicity and product liability claims; increases and/or decreases in utility and other energy costs and increased costs related to utility or governmental requirements; cost increases or shortages in smart home and security technology products or components including disruptions in the Company's supply chains; the introduction of unsuccessful new Smart Home Services; risks related to privacy and data protection laws, privacy or data breaches, or the loss of data; the impact on the Company's business, results of operations, financial condition, regulatory compliance and customer experience of the Vivint Flex Pay plan; risks related to the Company's exposure to variable rates of interest with respect to its revolving credit facility and term loan facility; the Company's inability to maintain effective internal control over financial reporting; and the Company's inability to attract and retain employees due to labor shortages.
For a more detailed discussion of these factors, see the information under the
captions "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's most recent Annual Report
on Form 10-K, filed with the
The Company's forward-looking statements speak only as of the date of this filing or as of the date they are made. Except as may be required by applicable law, the Company disclaims any intent or obligation to update any "forward-looking statement" made in this filing to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Additional Information and Where to Find It.
This communication is being made in respect of the proposed acquisition of the
Company by Parent. In connection with the proposed Merger, the Company has filed
with the
Investors are able to obtain free of charge the information statement and other
documents filed with the
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