0001104659-23-025640.txt : 20230227
0001104659-23-025640.hdr.sgml : 20230227
20230227074230
ACCESSION NUMBER: 0001104659-23-025640
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20230227
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20230227
DATE AS OF CHANGE: 20230227
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Focus Financial Partners Inc.
CENTRAL INDEX KEY: 0001651052
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 474780811
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 23670067
BUSINESS ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (646)519-2456
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
8-K
1
tm237908d1_8k.htm
FORM 8-K
Date of Report (Date of earliest event reported):
February 27, 2023
FOCUS
FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in
its charter)
Delaware
001-38604
47-4780811
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
875
Third Avenue,28th
Floor
New York, NY10022
(Address of principal executive offices)
(Zip Code)
(646) 519-2456
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
FOCS
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01
Other Events.
On February 27, 2023,
Focus Financial Partners Inc. (the “Company”) issued a press release announcing that the Company has entered into a
definitive agreement for the Company to be acquired by affiliates of Clayton, Dubilier & Rice, LLC in an all-cash transaction. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This report contains certain forward-looking statements
that reflect the Company’s current views with respect to certain current and future events. Specific forward-looking statements
include, among others, statements regarding the potential benefits of the proposed transaction, the Company’s plans, objectives
and expectations and consummation of the proposed transaction. These forward-looking statements are and will be, subject to many risks,
uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied
therein. These risks and uncertainties include, but are not limited to: the timing, receipt and terms and conditions of any required governmental
or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the
proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to
obtain necessary regulatory approvals or the necessary approvals of the Company’s stockholders) in the anticipated timeframe or
at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s
common stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including
retaining and hiring key personnel and partner firm clients and others with whom the Company and its partner firms do business; the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection
with the proposed transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations
due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed
transaction; global economic conditions; adverse industry and market conditions; the ability to retain management and other personnel;
and other economic, business, or competitive factors. Any forward-looking statements in this communication are based upon information
available to the Company on the date of this report. The Company does not undertake to publicly update or revise its forward-looking statements
even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information
on risk factors that could affect the Company may be found in the Company’s filings with the Securities and Exchange Commission
(the “SEC”).
Important Information for Stockholders
The proposed transaction will be submitted to
the stockholders of the Company for their consideration. In connection with the proposed transaction, the Company will file a proxy statement
and other materials with the SEC, and the Company, affiliates of Stone Point Capital LLC and affiliates of CD&R will jointly file
a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). In addition, the Company may also file other relevant documents
with the SEC regarding the proposed transaction. After the proxy statement and the Schedule 13e-3 has been cleared by the SEC, a definitive
proxy statement, Schedule 13e-3 and WHITE proxy card will be mailed to the stockholders of the Company.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT, SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and stockholders may obtain a free copy
of the proxy statement(s) (when available) and other documents filed with the SEC by the Company, at the Company’s website, www.focusfinancialpartners.com,
or at the SEC’s website, www.sec.gov. The proxy statement, Schedule 13e-3 and other relevant documents may also be obtained for
free from the Company by writing to Focus Financial Partners Inc., 875 Third Avenue, 28th Floor, New York, NY 10022, Attention: Investor
Relations.
2
Participants in the Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction.
Information about the directors and executive officers of the Company is set forth in the Proxy Statement on Schedule 14A for the 2022
annual meeting of the Company’s stockholders, which was filed with the SEC on April 14, 2022 and in other documents filed by the
Company with the SEC. These documents can be obtained free of charge from the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.
3
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FOCUS FINANCIAL PARTNERS INC.
By:
/s/ J. Russell McGranahan
J. Russell McGranahan
General Counsel
Dated: February 27, 2023
4
EX-99.1
2
tm237908d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Focus Financial Partners to be Acquired by
Clayton, Dubilier & Rice
Stockholders to Receive $53 per Share in Cash
New York, NY –
February 27, 2023 – Focus Financial Partners Inc. (NASDAQ: FOCS) (“Focus”
or the “Company”), a leading partnership of independent, fiduciary wealth management firms, Clayton, Dubilier
& Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone
Point”) announced today that Focus and CD&R have entered into a definitive agreement for Focus to be acquired by affiliates
of CD&R in an all-cash transaction valued at an enterprise value of over $7 billion.
The proposed transaction delivers substantial
value to Focus’ stockholders, who will receive $53 in cash per share, representing an approximately 36% premium to Focus’
60-day volume weighted average price as of the close on February 1, 2023 (the day prior to public announcement of the potential transaction),
and an approximately 48% premium to the closing price of the Company’s Class A common stock on December 28, 2022 (the day the Special
Committee of the Board of Directors of Focus (the “Special Committee”) authorized its financial advisors to contact other
specified potential bidders regarding interest in a potential transaction).
Funds managed by Stone Point have agreed to retain
a portion of their investment in Focus and provide new equity financing as part of the proposed transaction. The Special Committee of
the Board of Directors has unanimously determined that this transaction is fair to and in the best interests of Focus and its unaffiliated
stockholders.
CD&R and Stone Point are making these investments
because of their conviction in Focus’ advantageous competitive positioning in a multi-trillion dollar, global industry. Focus’
business model is based on several differentiating features:
§
Entrepreneurial culture: Despite
its size, Focus has a highly entrepreneurial culture allowing it to remain nimble and responsive to the changing needs of its partnership.
§
Partnership model: The nearly 90 firms
in Focus’ partnership maintain their own identities and cultures while benefiting from the resources of the larger organization.
§
Targeted acquisition strategy: Focus
acquires high-performing independent wealth management firms that primarily serve high and ultra-high net worth clients.
§
Global reach: Focus has a visible
presence in the global high- and ultra-high net worth client segment through its international partner firms.
§
Value-added services: Focus provides an
array of resources to its partner firms, allowing them to deliver sophisticated and highly personalized services to their clients.
“This transaction represents
an important evolution in the resources we will have to invest, enabling us to increase the value we deliver to our partners and their
clients,” said Rudy Adolf, Founder, CEO, and Chairman of Focus. “Our diverse and growing partnership creates enduring advantages.
We are uniquely positioned to capitalize on industry trends while offering the expertise and resources that help our partners provide
differentiated service to their clients.”
“We are pleased to have reached an agreement
with CD&R that delivers significant immediate cash value to Focus’ stockholders. This transaction results from a robust process
conducted by a Special Committee of all the independent directors of Focus that included a pre-announcement market check and provides
for a 40-day go-shop provision, to help ensure value maximization for public stockholders.” said George LeMieux, the Chairman of
the Special Committee. He also added, “Partner firms and their clients rely on Focus to meet their core objectives and Focus will
remain well positioned to serve these constituents. We are confident that this transaction presents the best path forward for Focus and
all its stockholders.”
“We are enthusiastic about the opportunity
to partner with Focus to help grow and develop its exceptional partner firm network,” said CD&R Partner Dan Glaser. CD&R
Partner David Winokur added, “Focus represents an outstanding collection of leading RIAs and business managers, and our investment
is predicated on having greater financial and operating flexibility as a private company in order to support and drive collaboration amongst
these entrepreneurial partners.”
“We are excited to be continuing the journey
with the Focus partnership,” said Fayez Muhtadie, Managing Director of Stone Point. “We firmly believe in the secular tailwinds
supporting the wealth management industry and that Focus, as a private company, will be even better positioned to capitalize and continue
its track record of growth.”
About the Proposed
Transaction
The proposed transaction has been approved by
the Special Committee, which was formed on November 1, 2022, to evaluate a non-binding offer received from CD&R and to explore alternative
transactions. The Special Committee is composed entirely of independent and disinterested directors. The Board of Directors of Focus has
approved the proposed transaction on the recommendation of the Special Committee. Closing of the proposed transaction is subject to stockholder
approval, regulatory approvals and other customary conditions. The transaction is expected to close in the third quarter of 2023. Focus
will cease to be a publicly traded company upon consummation of the proposed transaction. CD&R and Stone Point intend to finance the
transaction with fully committed equity financing that is not subject to any financing condition.
The proposed transaction is subject to a
non-waivable approval of holders of a majority in the voting power of the outstanding shares of common stock held by Focus’
disinterested stockholders and provides for a 40-day “go-shop” period expiring at 11:59 p.m. Eastern time on April 8,
2023, which allows the Special Committee and its advisors to actively initiate, solicit and consider alternative acquisition
proposals from third parties, with a 10-day extension for parties that submit acquisition proposals during the initial 40-day period
that are reasonably likely to lead to a superior proposal. The Company (if approved by the Special Committee) will have the right to
terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There
can be no assurance that this “go-shop” will result in a superior proposal, and Focus does not intend to disclose
developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise
required.
Advisors
Jefferies LLC and Goldman
Sachs & Co. LLC are serving as financial advisors and Potter Anderson & Corroon LLP is serving as legal counsel to the Special
Committee. Vinson & Elkins LLP is serving as legal counsel to Focus.
Moelis
& Company LLC, RBC Capital Markets, Truist Securities, Inc., BofA Securities, BMO Capital Markets, Citizens Capital Markets, Inc.,
Fifth Third Securities, and MUFG are serving as financial advisors to CD&R and Stone Point.
Kirkland & Ellis LLP and Debevoise & Plimpton LLP are serving as legal counsel to CD&R on
the transaction. Simpson Thacher & Bartlett LLP is serving as legal counsel to Stone Point.
About Focus Financial Partners Inc.
Focus Financial Partners Inc. is a leading partnership
of independent, fiduciary wealth management firms. Focus provides access to best practices, resources and continuity planning for its
partner firms who serve individuals, families, employers and institutions with comprehensive wealth management services. Focus partner
firms maintain their operational independence, while they benefit from the synergies, scale, economics and best practices offered by
Focus to achieve their business objectives. For more information about Focus, please visit www.focusfinancialpartners.com.
About Clayton, Dubilier
& Rice
Clayton, Dubilier
& Rice is a private investment firm with a strategy predicated on building stronger, more profitable businesses across a broad range
of industries, including Industrials, Healthcare, Consumer, Technology and Financial Services. Since its inception in 1978, CD&R
has managed the investment of more than $40 billion in over 100 companies with an aggregate transaction value of more than $175 billion.
For more information on CD&R, please visit www.cdr-inc.com.
About Stone Point
Stone Point is an investment
firm based in Greenwich, CT, with over $45 billion of assets under management. Stone Point targets investments in companies in the global
financial services industry and related sectors. The firm invests in a number of alternative asset classes, including private equity
through its flagship Trident Funds. Stone Point also manages both liquid and private credit funds and managed accounts. In addition,
Stone Point Capital Markets supports our firm, portfolio companies and other clients by providing dedicated financing solutions. For
more information on Stone Point, please visit https://www.stonepoint.com.
This release contains certain forward-looking
statements that reflect Focus' current views with respect to certain current and future events. Specific forward-looking statements include,
among others, statements regarding the potential benefits of the proposed transaction, Focus’ plans, objectives and expectations
and consummation of the proposed transaction. These forward-looking statements are and will be, subject to many risks, uncertainties and
factors which may cause future events to be materially different from these forward-looking statements or anything implied therein. These
risks and uncertainties include, but are not limited to: the timing, receipt and terms and conditions of any required governmental or
regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed
transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain
necessary regulatory approvals or the necessary approvals of the Focus’ stockholders) in the anticipated timeframe or at all; the
risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Focus’ common
stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including
retaining and hiring key personnel and partner firm clients and others with whom Focus and its partner firms do business; the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection
with the proposed transaction; risks related to disruption of management’s attention from Focus’ ongoing business operations
due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed
transaction; global economic conditions; adverse industry and market conditions; the ability to retain management and other personnel;
and other economic, business, or competitive factors. Any forward-looking statements in this release are based upon information available
to Focus on the date of this release. Focus does not undertake to publicly update or revise its forward-looking statements even if experience
or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk
factors that could affect Focus may be found in Focus' filings with the Securities and Exchange Commission (the “SEC”).
Important Information
for Stockholders
The proposed transaction will be submitted to
the stockholders of Focus for their consideration. In connection with the proposed transaction, Focus will file a proxy statement and
other materials with the SEC, and the Company, affiliates of Stone Point and affiliates of CD&R will jointly file a transaction statement
on Schedule 13e-3 (the “Schedule 13e-3”). In addition, Focus may also file other relevant documents with the SEC regarding
the proposed transaction. After the proxy statement and the Schedule 13e-3 has been cleared by the SEC, a definitive proxy statement,
Schedule 13e-3 and WHITE proxy card will be mailed to the stockholders of Focus.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT, SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy
of the proxy statement(s) (when available) and other documents filed with the SEC by Focus, at Focus’ website, www.focusfinancialpartners.com,
or at the SEC’s website, www.sec.gov. The proxy statement, Schedule 13e-3 and other relevant documents may also be obtained for
free from Focus by writing to Focus Financial Partners Inc., 875 Third Avenue, 28th Floor, New York, NY 10022, Attention: Investor Relations.
Participants in the
Solicitation
Focus and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of Focus in connection with the proposed transaction.
Information about the directors and executive officers of Focus is set forth in the Proxy Statement on Schedule 14A for the 2022 annual
meeting of Focus’ stockholders, which was filed with the SEC on April 14, 2022 and in other documents filed by Focus with the SEC.
These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC when they become available.
Investor and Media Contacts
Tina Madon
Senior Vice President
Head of Investor Relations & Corporate Communications
Focus Financial Partners
P: +1-646-813-2909 tmadon@focuspartners.com
Charlie Arestia
Vice President
Investor Relations & Corporate
Communications
Focus Financial Partners
P: +1-646-560-3999
carestia@focuspartners.com
EX-101.SCH
3
focs-20230227.xsd
XBRL TAXONOMY EXTENSION SCHEMA
00000001 - Document - Coverlink:presentationLinklink:calculationLinklink:definitionLinkEX-101.LAB
4
focs-20230227_lab.xml
XBRL TAXONOMY EXTENSION LABEL LINKBASE
Cover [Abstract]Document TypeAmendment FlagAmendment DescriptionDocument Registration StatementDocument Annual ReportDocument Quarterly ReportDocument Transition ReportDocument Shell Company ReportDocument Shell Company Event DateDocument Period Start DateDocument Period End DateDocument Fiscal Period FocusDocument Fiscal Year FocusCurrent Fiscal Year End DateEntity File NumberEntity Registrant NameEntity Central Index KeyEntity Primary SIC NumberEntity Tax Identification NumberEntity Incorporation, State or Country CodeEntity Address, Address Line OneEntity Address, Address Line TwoEntity Address, Address Line ThreeEntity Address, City or TownEntity Address, State or ProvinceEntity Address, CountryEntity Address, Postal Zip CodeCountry RegionCity Area CodeLocal Phone NumberExtensionWritten CommunicationsSoliciting MaterialPre-commencement Tender OfferPre-commencement Issuer Tender OfferTitle of 12(b) SecurityNo Trading Symbol FlagTrading SymbolSecurity Exchange NameTitle of 12(g) SecuritySecurity Reporting ObligationAnnual Information FormAudited Annual Financial StatementsEntity Well-known Seasoned IssuerEntity Voluntary FilersEntity Current Reporting StatusEntity Interactive Data CurrentEntity Filer CategoryEntity Small BusinessEntity Emerging Growth CompanyElected Not To Use the Extended Transition PeriodDocument Accounting StandardOther Reporting Standard Item NumberEntity Shell CompanyEntity Public FloatEntity Bankruptcy Proceedings, Reporting CurrentEntity Common Stock, Shares OutstandingDocuments Incorporated by Reference [Text Block]EX-101.PRE
5
focs-20230227_pre.xml
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
GRAPHIC
6
tm237908d1_ex99-1img01.jpg
GRAPHIC
begin 644 tm237908d1_ex99-1img01.jpg
M_]C_X 02D9)1@ ! 0$ R #( #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_
MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" !A 1D# 2( A$! Q$!_\0
M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4%
M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D*
M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&
MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$!
M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $"
M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF
M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$
MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4
MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#^_BBBB@ H
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MML;K6?%/B_6;'0M&L8^D<7UR\=K9P3W$L<3?$$W_
M 57_8XMOV#'[6]YXR\36?[/7BWXS77P1TKXB7/@W6$MDUZVN=?LQXEOM!
M57\4V?@VXNO#E[%%J$FB'6(EFM;F]T&TLS39-4J
M\/8BA+*\)E^883.*M9X3&2A7GC<9"K@\.G7J4\/0ING5I+!^_-Q_G[$>,V;8
MK-.*\'@,AEE%+AKAG-LVA2SW#UHYEB<=@<3E5*BL7A%.C#!X6=/%UW[&G4KU
MZBG3J/%>Y%2_NN\!_$#P-\4?">B>//AOXO\ #?CSP5XDLTU#0?%?A+6=/\0:
M!J]E)D+<6&JZ9<7-G*54E1T7KZ_S?\ _@C[\ !4N+XM"/
M_@GY_P )%)X7.J6LOQ*M_&@N'_9J,3",R2_$4:G+!HUOJ36,+&VG\+W%I\1[
MBRMY[;PW-*?,MG_T"]#^.'@O1?AU_P )-\5?B7\(M'U3PCK/AGX>?%;6_#_B
M^#_A7OAOXM:VOAJS'A*#6M=>QN;&?4M9\5^'[71=-UQ+36)3KVC6TUO]JO(E
MD_,O$GP]CP#GM')\/Q!EF?2QKF\)A<)5C_;E!1BJD:68Y51>(E2JRIR4JZT4R*6*>-)H9(YHI5#QRQ.LDOB9XC^#_PF\:?$3PC\*?&WQN\2>%]'EU+2
M_A=\.4TR;QGXJF22*'[-H]MJE]8Q7)@:=)[N*V:ZU VJ2_8+"_N_)M)O8*_E
ML_X.//VG?CU^REX\_P""?OQ)_9_^)OB7X;^*86_:?6]?1KLMI'B"SMW_ &=F
M73/%&@7(FT?Q%II$TZK;:I9W#6IN)I["6SNV6X7ZW@;AJMQ?Q3E?#]"6&C5Q
MLL55A'&RQ-/"UOJKYA+"UZN#OBJ%/%QPLL++$8=2JX?VWMHPFZ?*_E^,^(
M:7"O#699Y6CB'2PBPU.4L)'#U,31^NXNC@5B:-+%_P"S5JF%EB8XB-"NXTZW
MLO92E'GYE_/C_P %$?\ @KM^VK^V9KWB3X=^/;W4_@+\*[2^N]-N_@!X1EU7
M1%=(9989+'XE:O=Q:?X@\9W:$M%=V&H0:7X9=XH9$\,QW4(NG_5WXDRRV_\
MP1!_X)BSV\LD$]OXK\<3V\\+M%-;SP>(/B9)#-!+&5DAFAD19(I8V5XW561E
M8 UY)X5_;E_X)]_\%8K?1?A9_P %$_A):_ ']J+58K;0?"'[5GP;TV:'3O$&
MM/#%;6"^*+.""]O;2"298S+IGB:'7=,ALK5++3?%.CO=%4_>KQ%_P2W\+Z?^
MP]^S#^S+\4/C.UI\.OV6=:\8^)?%OCK1M#>WU7Q9X*SO!\2)QH9AA*/LG4Q>)S"K2S'#07^U4H\J2_GGA3A_/N*,;Q;
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M95M3;&V41#_-WA#Z5&!X7H\3\/9!Q7Q%QI3X+X$Q/#U3+
MLNCAN'\=F-\5FV8QI\08CV6;SPV%P%..']C0Q&)IUX5L/_7/#'T>>(\'DN5S
MX[Q>78O'Y[BL-PU@Z&8X&GC<7@,%F5*OB9X;%8EKZYB,O]KEN&E/!8ZOB/>A
M%TZ%"FJE.M^2_P"US_P4!^.^BV]Y^S#\(_A3-^PY\'?""S:%;_"WPMHJ>#O&
M\]@I.]=;U73K:Q72DOPRW=[:^%_*ENKB:X?4?$>NQ7)&BA73]!^-'A6R73_&GAYY"ZQ3RO90O>VVV:0S.+!;[2;F[E-Q>>'U2
M)6'ME[_P2J\.Z]_P3O\ CG^QUX8^. 3X<_''XQ^$/C)HWQ0O/#S7.I^'_A_I
M6I_!KQ#J%I/I"7%O;ZGK,=C\-=3AT^X-Q9VEW]NL+B[%DWVF"'] ^CMXAY'Q
MSXK\,^(>#XTJ<299EF94,;GU/,U6PW$G#D:V+PM=T\SR*4ZTN2K.C7A1QV4U
M,=@\=6A[N(=:?*OR/CKP7\1N$\VSN.;R_M?!9CPIQ1E.28NG4H8;!JKB\MA0
MP>"PM"'L,!A**:A'EPU+#0HQ@I8BC!151_RG_P#!-[_@L7^V]^RCXB\)_"7P
MS%KO[3OPNOKVRT?2O@7XC?5M=\1V4
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.