Page 8 of 12 – SEC Filing
The foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 1 hereto, and is incorporated by reference into this Item 6.
Registration Rights Agreement
In connection with the completion of the IPO, on May 2, 2017, the Sponsors entered into a registration rights agreement (the Registration Rights Agreement) with the Company and the other parties thereto. Pursuant to the terms of the Registration Rights Agreement, the Sponsors and certain other stockholders party thereto are entitled to various rights with respect to the registration of their shares under the Securities Act of 1933, as amended (the Securities Act). At any time following the expiration of the applicable lock-up period pursuant to the Lock-Up Agreement (as defined below), subject to certain conditions and restrictions contained in the Registration Rights Agreement, the Sponsors can require the Issuer to use reasonable best efforts to register the sale of their Common Stock under the Securities Act. In the event of a demand registration or if the Issuer proposes to register any of its own securities under the Securities Act in a public offering, the Issuer will be required to provide notice to the holders of its Common Stock with registration rights under the Registration Rights Agreement and provide them with the right to include their shares in the registration statement, subject to certain conditions and exceptions contained in the Registration Rights Agreement. The Issuer will be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares of its Common Stock held by the holders of its Common Stock with registration rights under the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 2 hereto, and is incorporated by reference into this Item 6.
Lock-Up Agreement
On April 26, 2017, FS Equity VI and FS Affiliates VI entered into a lock-up agreement (the Lock-Up Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and Barclays Capital Inc. (Barclays). Pursuant to the terms of the Lock-Up Agreement, each of FS Equity VI and FS Affiliates VI has agreed, with certain limited exceptions, including distributions to limited partners and transfers to affiliates, which in each case would be subject to the recipient signing a similar lock-up agreement, not to directly or indirectly: (i) offer, pledge, sell or contract to sell any Common Stock, (ii) sell any option or contract to purchase any Common Stock, (iii) purchase any option or contract to sell any Common Stock, (iv) grant any option, right or warrant for the sale of any Common Stock, (v) lend or otherwise dispose of or transfer any Common Stock, (vi) request or demand that we file a registration statement related to the Common Stock, or (vii) enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Common Stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise for a period of 180 days from the completion of the IPO, without the prior written consent of Merrill Lynch and Barclays. The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, a copy of which is filed as Exhibit 3 hereto, and is incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Investor Rights Agreement, by and between FS Equity VI and FS Affiliates VI, ACOF and the Issuer, dated as of May 2, 2017 (incorporated by reference to Exhibit 4.2 to the Issuers Current Report on Form 8-K filed on May 2, 2017). |
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| Exhibit 2 | Registration Rights Agreement, by and between the Issuer, FS Equity VI, FS Affiliates VI, ACOF, and the other stockholders party thereto, dated as of May 2, 2017 (incorporated by reference to Exhibit 4.1 to the Issuers Current Report on Form 8-K filed on May 2, 2017). |
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| Exhibit 3 | Form of Lock-Up Agreement, dated as of April 17, 2017 (incorporated by reference to Exhibit B of Exhibit 1.1 to the Issuers amended Form S-1 filed on April 24, 2017). |
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| Exhibit 99.1 | Joint Filing Agreement, dated as of May 12, 2017, by and among the Reporting Persons. |
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