Filing Details

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CUSIP No. 816120307

Page 2 of 8 Pages

(1)	This percentage is based on a total of 25,920,563 Shares (as defined herein) outstanding as of July 31, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 9, 2021.

(1)	This percentage is based on a total of 25,920,563 Shares (as defined herein) outstanding as of July 31, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 9, 2021.

(1)	This percentage is based on a total of 25,920,563 Shares (as defined herein) outstanding as of July 31, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 9, 2021.

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons on September 5, 2018, as amended by Amendment No. 1, filed on September 5, 2019 (collectively, the “Schedule 13D”) relating to the Class A Common Stock, par value $0.01 per share (the “Shares”), of Select Interior Concepts, Inc. (the “Issuer”), whose principal executive offices are located at 4900 East Hunter Avenue, Anaheim, California 92807.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On August 8, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Astro Stone Intermediate Holding, LLC (“Parent”), an affiliate of Sun Capital Partners, Inc., a private equity firm, and Astro Stone Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Subsidiary”).  Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Issuer (the “Merger”) with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than those subject to appraisal demands) will be cancelled and converted into the right to receive $14.50 per Share in cash, without interest (the “Merger Consideration”).  The Board of Directors of the Company unanimously approved the Merger Agreement and the Merger and resolved to recommend that the Shareholders of the Issuer approve the Merger Agreement.  Consummation of the Merger is subject to the satisfaction (or waiver) of customary closing conditions, including but not limited to the approval of the Merger Agreement by the affirmative vote of the holders of a majority of all of the outstanding Shares entitled to vote thereon (the “Shareholder Approval”).  Upon the completion of the Merger, the Issuer would become a privately held company and the Shares would no longer be listed on any public markets.

In connection with the execution of the Merger Agreement, also on August 8, 2021, each of Solace Fund and Solace Capital (the “Parties”) entered into a Voting Agreement with Parent and the Issuer (the “Voting Agreement”) pursuant to which the Parties agreed, among other things, to vote all of their Shares in favor of the Merger and approval of the Merger Agreement.  The Voting Agreement will terminate upon the earliest of (a) the time the Shareholder Approval is obtained, (b) the Effective Time, (c) the termination of the Merger Agreement in accordance with its terms and (d) the effectiveness of certain amendments to the Merger Agreement without certain Shareholders’ (including the Parties’) prior consent.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

Each of Solace GP, Solace Special Situations and Solace Fund may be deemed to beneficially own 4,109,497 Shares held directly by Solace Fund, representing approximately 15.9% of the outstanding Shares.

The foregoing beneficial ownership percentages are based on a total of 25,920,563 Shares outstanding as of July 31, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 9, 2021.

Each of the Reporting Persons may be deemed to have shared power to vote and power to dispose of the 4,109,497 Shares held directly by Solace Fund. Solace Capital may be deemed to have sole power to vote and power to dispose of the 3,654 Shares held directly by Solace Capital.

(d)	No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D that may be deemed to be beneficially owned by the Reporting Persons.

(e)	This Item 5(e) is not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows :

The response to Item 4 of this Amendment No. 2 is incorporated by reference herein.

CUSIP No. 816120307

Page 8 of 8 Pages

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: August 11, 2021

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