Item 7.01. Regulation FD Disclosure
LLC Agreement
In connection with the Purchase Agreements,
at the closing of the Transaction, the Purchaser and the Sellers will enter into an Amended and Restated Limited Liability Company
Agreement of the Company, and a substantially similar Amended and Restated Limited Liability Company Agreement of BRS Newco (together,
the “LLC Agreement”). The LLC Agreement provides, among other things, that if the Company’s free
cash flow is less than $950 million between October 1, 2019 and September 30, 2023, then within 90 days after the delivery of the
Company’s unaudited quarterly financial statements for the fiscal quarter ending on September 30, 2023 to Purchaser in accordance
with the terms of the LLC Agreement, the Purchaser will have the right to require BRS Newco and the Company to repurchase its ownership
interest in BRS Newco and the Company in exchange for a promissory note in an amount equal to the final purchase price as determined
under the Purchase Agreements (the “Exchange Option”). If the Purchaser exercises its Exchange Option, certain
Sellers who will hold a new class of Class C Preferred Units of BRS Newco and the Company following the closing (the “Class
C Holders”) will have the right to require BRS Newco and the Company to repurchase such units in exchange for promissory
notes on the same terms as the note issued to the Purchaser (the “Class C Exchange Option”). If the Company
and BRS Newco do not repay the promissory notes issued as a result of the exercise of the Exchange Option and the Class C Exchange
Option within 24 months of issuance (subject to extension), then, unless the Purchaser and the Class C Holders mutually agree otherwise,
the promissory notes will automatically convert into 100% of the common equity of the Company and BRS Newco, with 49.9% of such
common equity issued to the Purchaser and 50.1% of such common equity issued to the Class C Holders.
If the Exchange Option does not apply,
or if the Purchaser declines to exercise the Exchange Option, then the Purchaser will have the right to acquire the remaining 50.1%
ownership interest in BRS Newco and the Company (the “Call Option”) in exchange for cash in an amount to be
determined based upon the Company’s achievement of certain metrics, including with respect to free cash flow, product development,
safety and completion of a proposed expansion of the Company’s existing manufacturing line. The Call Option is exercisable
by the Purchaser during the period beginning on the Closing Date and ending 90 days after the delivery of the Company’s unaudited
quarterly financial statements for the fiscal quarter ending on September 30, 2023 to Purchaser in accordance with the terms of
the LLC Agreement. If the Purchaser does not exercise the Exchange Option or the Call Option, then certain Sellers who will hold
a new class of Class B Common Units of BRS Newco and the Company following the closing (the “Class B Holders”)
will have the right to (i) require the Purchaser to purchase all of the Class B Holders’ and the Class C Holders’ ownership
interest in BRS Newco and the Company at an aggregate purchase price equal to 85% of the Call Option purchase price (the “Class
B Put Option”) or (ii) purchase the Purchaser’s ownership interest in BRS Newco and the Company (the “Class
B Call Option” and, together with the Class B Put Option, the “Class B Holders’ Option”) at
a price equal to the Purchase Price, plus interest compounded annually at a rate of 8% per annum from the Closing Date to the payment
date, and subject to an adjustment for additional capital contributions made by, and distributions made to, the Purchaser.
If none of the Exchange Option, the Call
Option or the Class B Holders’ Option is exercised, then (a) after a forbearance period, the Purchaser, the Class B Holders
(only if Class C Preferred Units are no longer outstanding or the Class C Preferred Units have been exchanged for Class B Common
Units, as described below) and if the Class C Preferred Units are still outstanding, the Class C Holders will have the right to
force a sale of the Company and BRS Newco or initiate an initial public offering of the Company and BRS Newco (in each case, subject
to a right of first offer by the other members), and (b) subject to a forbearance period, the Class C Holders will have the right
to exchange all of the Class C Preferred Units for 100% of the Class B Common Units.
If the closing of the acquisition by the
Purchaser of the remaining 50.1% interest in the Company and BRS Newco following the exercise of Call Option or the Class B Put
Option does not occur as the result of a breach by the Purchaser of its obligation to close, then the Class B Holders will have
the right to force a sale of the Company and BRS Newco or initiate an initial public offering of the Company and BRS Newco (in
each case, without being subject to a right of first offer by the other members), and a portion of the proceeds to which the Purchaser
otherwise would be entitled in connection with such transaction will be reallocated to the Class C Holders and the Class B Holders
to make them whole for losses suffered by them as a result of such breach, including payment of an agreed upon additional amount.
In addition, if the reallocation is insufficient to provide to the Class C Holders and the Class B Holders cash proceeds equivalent
to the proceeds they would have received had the Purchaser performed its obligation to close, then the Purchaser must make a cash
payment to the Company in the amount of such shortfall plus an agreed upon additional amount for distribution to the other members.
The Corporation will guarantee this payment obligation.
The Purchaser will also have the right
to require BRS Newco and the Company to repurchase its ownership interest in BRS Newco and the Company at a price equal to the
greater of (i) the Class B Call Option purchase price and (ii) the fair market value of its units if the Company, at any time,
takes certain actions, including entering into any other line of business or merging or consolidating with any other person, except
as permitted by the LLC Agreement.
Investor Presentation
On October 1, 2019, the Corporation posted
to its website a presentation related to the Transaction. The presentation will be used in connection with the conference call
the Corporation will hold on October 1, 2019 at 8:00 am Eastern time.
In accordance with General Instruction
B.2 of Form 8-K, the information contained in this Item 7.01 and the presentation are being furnished under Item 7.01
of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information
and exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing. The presentation is furnished with this current report
on Form 8-K as Exhibit 99.1.