|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On November 2, 2021, American Eagle Outfitters, Inc., a Delaware corporation (the “Company”), announced the execution of a Stock Purchase Agreement, dated as of November 1, 2021 (the “Purchase Agreement”), by and among The Original Real Co., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), Quiet Holdings, LLC, a Delaware limited liability company (“QH”), Quiet Global Holdings, LLC, a Delaware limited liability company (“QGH”, together with QH, the “Sellers”), Quiet Logistics, Inc., a Delaware corporation (“Quiet Logistics”) and, solely for the purposes of guaranteeing certain obligations of Buyer, the Company.
The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Buyer will acquire from the Sellers:
|
|
•
|
|
all of the issued and outstanding shares of capital stock of Quiet Logistics;
|
|
|
•
|
|
by acquisition of certain of the equity interests of a newly formed subsidiary of QGH, (i) 4,816,955 shares of Series B Preferred Stock of Axlehire, Inc. (“Axlehire”) and (ii) 756,880 shares of Series C Preferred Stock of Locus Robotics Corp.; and
|
|
|
•
|
|
the rights to warrants to purchase up to 2,946,159 shares of common stock of Axlehire (collectively, the “Transaction”).
|
The purchase price for the Transaction is $350 million in cash, subject to adjustments for (i) the working capital, cash and indebtedness of Quiet Logistics at closing, (ii) any transaction expenses of Quiet Logistics or the Sellers to the extent unpaid at closing and (iii) a portion of the cost of a representation and warranty insurance policy. The Company expects to finance the purchase price with cash on hand.
The closing is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Purchase Agreement contains representations, warranties and covenants of each party customary for a transaction of this nature. Between the date of the Purchase Agreement and the closing date, the Sellers have agreed to operate Quiet Logistics in the ordinary course of business and an agreed operating plan.
A copy of the Purchase Agreement is attached as Exhibit 2.1 to this current report on Form 8-K and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.