Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may not be based on historical facts and should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,�� “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,” “plan,” positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the impact the Company and Simmons expect the Transaction to have on the combined entities’ operations, financial condition and financial results, and the Company’s and Simmons’ expectations about their ability to obtain regulatory approvals and the Company’s shareholder approval, their ability to successfully integrate the combined businesses and the amount of cost savings and other benefits the Company and Simmons expect to realize as a result of the Transaction. The forward-looking statements may also include, without limitation, those relating to the Company’s and Simmons’ predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance, strategies or expectations, the impacts of the COVID-19 pandemic and the ability of the Company and Simmons to manage the impacts of the COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.
These forward-looking statements involve risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation: changes in the Company’s and Simmons’ operating, acquisition, or expansion strategy; the effects of future economic conditions (including unemployment levels and slowdowns in economic growth), governmental monetary and fiscal policies, as well as legislative and regulatory changes, including in response to the COVID-19 pandemic; changes in interest rates; possible adverse rulings, judgements, settlements, and other outcomes of pending or future litigation,; the ability to obtain regulatory approvals and meet other closing conditions to the Transaction; delay in closing the Transaction; difficulties and delays in integrating the Spirit business or fully realizing cost savings and other benefits of the Transaction; changes in Simmons’ share price before closing; the outcome of any legal proceedings that may be instituted against the Company or Simmons as a result of the Transaction or otherwise; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the Agreement; business disruption following the Transaction; the reaction to the Transaction of the companies’ customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on the Company, Simmons and the Transaction; and other relevant risk factors, which may be detailed from time to time in the Company’s and Simmons’ press releases and filings with the SEC. Many of these factors are beyond the Company’s and Simmons’ ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, the Company’s and Simmons’ past financial performance should not be relied upon as an indication of future performance.
The Company and Simmons believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to the Company and Simmons on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company and Simmons cannot guarantee its future performance or results of operations or whether the Company’s and Simmons’ future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Simmons undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Transaction, Simmons will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Simmons common stock that will be issued to Spirit shareholders in the Transaction.
