Select Interior Concepts, Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Financial Statements and Exhibits

UNITED STATES

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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As previously announced, on August 8, 2021, Select Interior Concepts, Inc., a Delaware corporation (the “Company” or “SIC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among SIC, Astro Stone Intermediate Holding, LLC (“Parent”), a Delaware limited liability company and affiliate of Sun Capital Partners, Inc. (“Sun”), and Astro Stone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).  On October 21, 2021, pursuant to the terms and conditions set forth in the Merger Agreement, Merger Subsidiary was merged with and into SIC (the “Merger”) with SIC surviving the Merger as a wholly-owned subsidiary of Parent.

 

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on August 10, 2021 and is incorporated by reference herein.

At the effective time of the Merger (the “Effective Time”), (i) each issued and outstanding share (each, a “Share”)  of Class A Common Stock, par value $0.01 per share (“Company Stock”), was cancelled and converted into the right to receive $14.50 per Share in cash, without interest (the “Merger Consideration”), (ii) each outstanding service-based restricted stock unit of the Company (each, a “Company RSU”) was canceled, and each holder of each such Company RSU received the right to receive for each such Company RSU an amount in cash equal to the Merger Consideration, (ii) each outstanding performance-based restricted stock unit of the Company (each, a “Company PSU”) was canceled, and the each holder for each such Company PSU received the right to receive for each such Company PSU an amount in cash equal to the Merger Consideration and (iii) each outstanding restricted share of Company Stock (collectively, “Company Restricted Stock”) was canceled, and each holder of each such Company Restricted Stock received the right to receive for each such Company Restricted Stock an amount in cash equal to the Merger Consideration.

 

 

In connection with the consummation of the Merger, the Company notified representatives of The Nasdaq Stock Market LLC (Nasdaq Capital Market) (“NASDAQ”) that the Merger had been completed and requested that NASDAQ delist the Company Stock.  As a result, trading of Company Stock, which traded under the ticker symbol “SIC” on NASDAQ, was suspended after the close of trading on NASDAQ on October 21, 2021.  In addition, the Company requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 in order to effect the delisting of the shares of the Company Stock from NASDAQ and deregistration of such shares under Section 12(b) of the Exchange Act.  The Company also intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the shares of the Company Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

 

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

 

The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Donald McAleenan, Robert Scott Vansant, S. Tracy Coster, Bryant Riley and Brett Wyard) ceased to be directors of the Company.

 

Information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.