Filing Details

 

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Concurrently with the June 17, 2021 execution of the Business Combination Agreement (as defined below), the Company entered into a subscription agreement with Holdings (the “Subscription Agreement”), pursuant to, and on the terms and subject to the conditions of which, Holdings subscribed for 20,000,000 PIPE Shares of the Company’s Class A Common Stock for an aggregate purchase price equal to $200,000,000, subject to Holdings’ rights to syndicate prior to the closing of the Business Combination Agreement (such subscription, the “PIPE Investment”).

Prior to the October 20, 2021 closing of the Business Combination (the “Closing Date”), Holdings syndicated 17,199,000 shares of Class A Common Stock from its PIPE Investment pursuant to an October 8, 2021 assignment and subscription agreement with GSAH II PIPE  Investors, 2,300,000 shares of Class A Common Stock from its PIPE Investment pursuant to an October 8, 2021 assignment and subscription agreement with NRD PIPE Investors LP (“NRD”), and 500,000 shares of Class A Common Stock from its PIPE Investment pursuant to an October 15, 2021 assignment and subscription agreement with entities affiliated with Lawrence Kingsley, chair of the Issuer’s Board, in each case at a price of $10.00 per share (the “Assignment and Subscription Agreements”).  The PIPE Investment was consummated substantially concurrently with the Closing Date.    The limited partners in each of GSAH II PIPE Investors and NRD will have the right to request that the applicable entity use its reasonable efforts to sell a portion of the registrable securities held by such entity.

Second Amended & Restated Sponsor Agreement

In connection with the execution of the Business Combination Agreement, the Company amended and restated that letter agreement, originally dated June 29, 2020 and as previously amended and restated on June 17, 2021, by and among the Company, the Sponsor, Holdings, and the Employee Participation Vehicles (collectively, the “Insiders”), pursuant to which, among other things, the Insiders agreed (i) to vote any shares of the Issuer’s securities in favor of the Business Combination and other Business Combination proposals, (ii) not to redeem any shares of the Issuer’s Class A common stock or the Issuer’s Class B common stock, in connection with the optional stockholder redemption, and (iii) to certain transfer restrictions.  This description of the Second Amended and Restated Sponsor Agreement does not purport to be complete and is qualified in its entirety by the full text of the Second Amended and Restated Sponsor Agreement, which is included as an exhibit hereto and incorporated herein by reference.

On the Closing Date, the Issuer entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Sponsor, the Employee Participation Vehicles, GSAH II PIPE Investors and NRD (together with the Sponsor and the Employee Participation Vehicles, the “GS Holders”), and the Sellers (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), pursuant to which the RRA Parties are entitled to registration rights in respect of certain shares of the Class A common stock and certain other equity securities of the Issuer that are held by the RRA Parties from time to time. The material terms of the Amended and Restated Registration Rights Agreement are described in the section of the Proxy Statement entitled “Proposal No. 1—Approval of the Business Combination—Related Agreements—Amended and Restated Registration Rights Agreement” beginning on page 179, which is incorporated herein by reference. The above description of the Amended and Restated Registration Rights Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, which is included as an exhibit hereto and incorporated herein by reference.

GS Director Nomination Agreement

On the Closing Date, in connection with the consummation of the Business Combination, the Issuer and the Sponsor entered into a director nomination agreement (the “GS Director Nomination Agreement”) that provides the Sponsor with a right to nominate two (2) directors to the Board.  The material terms of the GS Director Nomination Agreement are described in the section of the Proxy Statement entitled “Certain Relationships and Related Persons Transactions” beginning on page 336, which is incorporated herein by reference. The above description of the GS Director Nomination Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the GS Director Nomination Agreement, which is included as an exhibit hereto and incorporated herein by reference.

The Reporting Persons acquired securities prior to and in connection with the Business Combination for the purpose of funding the operations of the Issuer (prior to the Business Combination) and the Business Combination and in the belief that they represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of the Issuer’s Class A Common Stock at prices that would make the purchase or sale of the Issuer’s Class A Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Issuer’s Class A Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable, except that in respect of shares of the Issuer’s Class A Common Stock held by GSAH II PIPE Investors and NRD, the limited partners in each of GSAH II PIPE Investors and NRD will have the right to request that the applicable entity use its reasonable efforts to sell a portion of the shares of Class A Common Stock held by such entity.

        No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Issuer’s Class A Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Class A Common Stock, selling some or all of their Class A Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Class A Common Stock, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

GSAH II PIPE Investors has the shared power to vote or direct the vote of the 17,199,900 shares of Class A Common Stock of which it is the record owner.

The Sponsor has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of (i) the 16,025,000 shares of Class A Common Stock of which it is the record owner, and (ii) the 8,500,000 shares of Class A Common Stock that it has the right to acquire, within sixty days, upon conversion of the Private Placement Warrants of which it is the record owner.

Holdings is the managing member of the Sponsor and may be deemed to have beneficial ownership over (i) the shares of Class A Common Stock of which the Sponsor is the record owner, and (ii) the shares underlying the Private Placement Warrants of which the Sponsor is the record owner.  In addition, each of Employee Participation 1 LLC and Employee Participation 2 LLC are managed by a subsidiary of Holdings and, as a result, Holdings may be deemed to beneficially own (i) the 1,325,000 shares of Class A Common Stock of which Employee Participation 1 LLC is the record owner, and (ii) the 1,400,000 shares of Class A Common Stock of which Employee Participation 2 LLC is the record owner.  A subsidiary of Holdings also serves as the general partner and manager of each of GSAH II PIPE Investors and NRD (together the “PIPE Participation LLCs”) and, as a result, Holdings may be deemed to beneficially own the 19,500,000 shares of Class A Common Stock held of record by the PIPE Participation LLCs (as to which Holdings shares only voting power).

	GSAM Holdings LLC
	By:	/s/ Thomas R. Knott
		Name:  Thomas R. Knott
		Title:    Authorized Signatory