The Proposed Transaction is subject to, among other things, Paine Schwartz’s satisfaction of confirmatory diligence and negotiation and execution of definitive documentation. The Board, acting through the Special Committee, granted Paine Schwartz a limited waiver (the “Limited Waiver”) of the standstill restrictions contained in the Investment Agreement dated June 13, 2020 by and between the Company and an affiliate of Paine Schwartz to permit Paine Schwartz to disclose the Proposed Transaction by filing an amendment to the statements on Schedules 13D and 13D/A previously filed by Paine Schwartz in compliance with the Securities Exchange Act of 1934, as amended, complete confirmatory diligence, engage with and enter into arrangements with financing sources and negotiate definitive documentation in respect of the Proposed Transaction and, if later approved by the Board upon the recommendation of the Special Committee, enter into the Proposed Transaction. The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
The Company cautions its stockholders and others considering trading in Company securities that no agreement between Paine Schwartz and the Company relating to the Proposed Transaction will be created unless definitive documentation is executed and delivered by the appropriate parties.
The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.
Perella Weinberg Partners LP is serving as financial advisor to the Special Committee. Morris, Nichols, Arsht & Tunnell LLP is serving as legal advisor to the Special Committee. Morrison & Foerster LLP is serving as legal advisor to the Company.
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