Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On April 25, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), and GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger” or “Transaction”). The Transaction is valued at approximately $2,622,573. The consummation of the Merger is subject to certain customary closing conditions and required regulatory approvals, which have not been satisfied or obtained as of May 7, 2024.

The Merger Agreement contains certain customary termination rights for the Company and Parent. The Company is required to pay Parent a one-time termination fee equal to approximately $80,761 in cash upon termination of the Merger Agreement under specified circumstances, including if (i) the Merger Agreement is terminated (1) by Parent or the Company if the Merger has not been consummated on or before May 1, 2025 or (2) by Parent in connection with the Company breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied (subject to a cure period in certain circumstances), (ii) an alternative acquisition proposal was previously publicly announced (or, in certain circumstances, disclosed to the Board of Directors of the Company) and (iii) within 12 months after termination of the Merger Agreement, an acquisition transaction is consummated. Upon termination of the Merger Agreement under other specified circumstances, including, without limitation, if Parent breaches any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances, Parent will be obligated to pay to the Company a one-time fee equal to approximately $161,522 in cash.