Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed on a Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 15, 2021 (the “Original Form 8-K”), on November 14,
2021, Casper Sleep Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Marlin Parent, Inc., a Delaware corporation (“Parent”), and Marlin Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver
of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned
subsidiary of Parent (the “Merger”). Parent and Merger Sub are subsidiaries of an investment vehicle managed by Durational
Capital Management LP, a U.S.-based private equity firm. This Amendment No. 1 on Form 8-K/A is being filed solely to file the
Merger Agreement and Voting Agreement (as defined in the Original Form 8-K) as exhibits.
Important Information and Where to Find It
In connection with the proposed transaction between the Company
and Parent, a special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed
transaction. The Company expects to file with the SEC a proxy statement (the “Proxy Statement”), the definitive version
of which will be sent or provided to the Company stockholders. The Company may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the Company may file
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other
documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov,
the Company’s investor relations website at https://ir.casper.com or by contacting the Company investor relations department
at cspr@jcir.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and other
members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the
Company’s stockholders will be set forth in the Proxy Statement for its special stockholder meeting. The Company’s stockholders
may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection
with the proposed transaction, including the interests of the Company directors and executive officers in the transaction, which may be
different than those of the Company stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed
or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act. These forward-looking statements are based on the Company’s current expectations,
estimates and projections, including about the executive transitions and the expected date of closing of the proposed transaction and
the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company and
Durational Capital Management LP, all of which are subject to change. In this context, forward-looking statements often address expected
future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,”
“may,” “would,” “might,” “potentially,” “estimate,” “continue,”
“expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties,
many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action required to consummate the transaction in a timely matter or at all,
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly, you should not place undue reliance on any such statements
and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include,
but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder
and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the
management, expansion and growth of the Company’s business and other conditions to the completion of the transaction; (ii) conditions
to the closing of the transaction may not be satisfied; (iii) the transaction may involve unexpected costs, liabilities or delays;
(iv) the outcome of any legal proceedings related to the transaction; (v) the failure by Durational Capital Management LP to
obtain the necessary financing arrangements set forth in the commitment letters received in connection with the transaction; (vi) the
impact of the COVID-19 pandemic on the Company’s business and general economic conditions; (vii) the Company’s ability
to implement its business strategy or the failure by the Company to obtain or maintain adequate liquidity; (viii) significant transaction
costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk
that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations; (xi) the
ability of the Company to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments affecting
the Company’s business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory
and tax regimes under which the Company operates; (xvi) potential business uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect the Company’s financial performance; (xvii) restrictions during the pendency
of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;
and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as the Company’s response to any of the aforementioned factors. While the list of factors presented
here is considered representative, such list should not be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material
adverse effect on the Company’s financial condition, results of operations, or liquidity. The Company does not assume any obligation
to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments
or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.