1-800-FLOWERS.COM, INC. (NASDAQ:FLWS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
1-800-FLOWERS.COM, INC. (NASDAQ:FLWS) Files An 8-K Entry into a Material Definitive Agreement
On February 14, 2020, 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), 800-Flowers, Inc., a wholly-owned subsidiary of the Company and a New York corporation (the “Purchaser”), PersonalizationMall.com, LLC, a Delaware limited liability company (“Personalization Mall”), and Bed Bath & Beyond Inc., a New York corporation (“Seller”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) to which Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from Seller, all of the issued and outstanding membership interests of Personalization Mall. The aggregate consideration payable by the Purchaser for all of the outstanding membership interests of Personalization Mall is $252.0 million in cash (subject to certain working capital and other adjustments). Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants by the Purchaser, the Company, Personalization Mall, and Seller, and an indemnity by Seller for certain specified matters and pre-closing taxes. The closing of the transaction is subject to customary closing conditions, including applicable regulatory approvals. The Purchase Agreement includes covenants relating to the negotiation of a commercial selling agreement with respect to the ongoing provision of certain Personalization Mall products and services to Seller, and, if necessary, a transition services agreement whereby Seller would provide certain post-closing services to Personalization Mall for a limited time period. The Purchase Agreement also includes certain customary termination rights for both the Purchaser and Seller.
The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding its terms, does not purport to be complete and is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about the Company, the Purchaser, Personalization Mall, or Seller, or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Purchase Agreement includes representations, warranties and covenants of the Company, the Purchaser, Personalization Mall and Seller made solely for purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by the Company, the Purchaser, Personalization Mall and Seller in connection with the negotiated terms of the transaction and the Purchase Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, the Purchaser, Personalization Mall and Seller rather than establishing matters as facts.
Item 8.01 Other Events
On February 18, 2020, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* This filing excludes schedules and exhibits to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon its request.
Special Note Regarding Forward-Looking Statements:
This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements regarding the Company’s ability to close on its planned acquisition of Personalization Mall; its ability to successfully integrate acquired businesses and assets; its ability to cost effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; and its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this report or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, please refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
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1 800 FLOWERS COM INC Exhibit
EX-2.1 2 a52174773ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT BY AND AMONG PERSONALIZATIONMALL.COM,…
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EX-2.1 2 a52174773ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT BY AND AMONG PERSONALIZATIONMALL.COM,…
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About 1-800-FLOWERS.COM, INC. (NASDAQ:FLWS)
1-800-FLOWERS.COM, Inc. is a provider of gourmet food and floral gifts for all occasions. The Company offers gifts for every occasion, including fresh flowers and a selection of plants, gift baskets, gourmet foods, confections, candles, balloons and stuffed animals. The Company operates through three business segments: Consumer Floral, Gourmet Food and Gift Baskets, and BloomNet Wire Service. The Consumer Floral segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, FruitBouquets.com and Flowerama. The Gourmet Food and Gift Baskets segment includes the operations of Harry & David (which includes Wolferman’s, Moose Munch and Stockyards.com), Fannie May Confections Brands (which includes Harry London), Cheryl’s (which includes Mrs. Beasley’s), The Popcorn Factory, DesignPac and 1-800-Baskets. The BloomNet Wire Service segment includes the operations of BloomNet and Napco.