Page 9 of 15 – SEC Filing
CUSIP No. 74640Y 106
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used in purchasing the Class A Stock and Warrants by the Reporting Persons and a separate account investment advisory
client of CCM (the Separate Account) were as follows:
| Purchaser | Source of Funds | Amount | ||||
| CCP | Working Capital | $ | 29,000,000 | (1) | ||
| COC | Working Capital | $ | 0 | (2) | ||
| Separate Account | Working Capital | $ | 11,000,000 | (3) | ||
| (1) | Pursuant to the Subscription Agreement (as defined below), CCP purchased 2,900,000 shares of Class A Stock at a purchase price of $10.00 per share. In addition, pursuant to the terms of the Subscription Agreement, CCP received 2,378,966 Warrants and 937,635 Founder Shares (as defined below). Pursuant to the terms of the Credit Agreement (as defined below), under which CCP agreed to make a loan of $3,623,711, CCP received 362,371 Warrants. |
| (2) | Pursuant to the terms of the Credit Agreement, under which COC agreed to make a loan of $20,000,000, COC received 2,000,000 Warrants. |
| (3) | Pursuant to the Subscription Agreement, the Separate Account purchased 1,100,000 shares of Class A Stock at a purchase price of $10.00 per share. In addition, pursuant to the terms of the Subscription Agreement, the Separate Account received 903,534 Warrants and 356,115 Founder Shares (defined below). Pursuant to the terms of the Credit Agreement, under which the Separate Account agreed to make a loan of $1,376,289, the Separate Account received 137,629 Warrants. |
Item 4. Purpose of Transaction.
Overview
On February 2, 2018, the Issuer
consummated a business combination pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), by and among the Issuer, PRPL Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of
the Issuer (Merger Sub), Purple Innovation, LLC, a Delaware limited liability company (Purple LLC), InnoHold, LLC, a Delaware limited liability company and the sole equity holder of Purple LLC
(Innohold), and Global Partner Sponsor I LLC, solely in its capacity thereunder as the representative of GPAC after the consummation of the transactions contemplated by the Merger Agreement (the Sponsor), which
provided for the Issuers acquisition of Purple LLCs business through a merger of Merger Sub with and into Purple LLC, with Purple LLC being the survivor in the merger (the Business Combination). In connection with the
closing of the Business Combination (the Closing), the Issuer changed its name from Global Partner Acquisition Corp. to Purple Innovation, Inc.
Credit Agreement and Parent Guaranty
On
February 2, 2018, Purple LLC entered into a Credit Agreement (the Credit Agreement) with CCP, the Separate Account and COC (together with CCP and the Separate Account, the Lenders), pursuant to which the
Lenders agreed to make a loan to Purple LLC in an aggregate principal amount of $25 million (the Loan). The Loan was closed and funded in connection with the Closing of the Business Combination on February 2, 2018. As
part of the Credit Agreement, the Sponsor agreed to assign to the Lenders an aggregate of 2,500,000 Warrants to purchase 1,250,000 shares of Class A Stock.
In connection with the Credit Agreement, on February 2, 2018, the Issuer entered into a Parent Guaranty (the Parent Guaranty) with the
Lenders pursuant to which the Issuer agreed to an unconditional guaranty of the payment of all obligations and liabilities of Purple LLC under the Credit Agreement.
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