Merger |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Merger | MERGER On June 30, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Patrick Industries, Inc. ("Patrick"), Planet First Merger Sub Inc. (a direct wholly-owned subsidiary of Patrick), and Planet Second Merger Sub LLC (a direct wholly-owned subsidiary of Patrick). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions, Planet First Merger Sub Inc. will merge with and into the Company (the "First Merger"), with the Company surviving as a wholly-owned subsidiary of Patrick, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Company will merge with and into Planet Second Merger Sub LLC (the "Second Merger" and, together with the First Merger, the "Mergers"), with Planet Second Merger Sub LLC surviving as a wholly-owned subsidiary of Patrick. The Merger Agreement was unanimously approved by the boards of directors of the Company and Patrick. The Mergers are subject to certain closing conditions, including the approval by the stockholders of each company and the receipt of required regulatory approvals, and are currently expected to close in the first half of 2027. The Company currently operates, and until completion of the Mergers will continue to operate, independently of Patrick. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger, each issued and outstanding share of the Company’s common stock (excluding shares of the Company's common stock held by the Company, Patrick, or any of their respective subsidiaries immediately prior to the effective time of the First Merger) will be converted into the right to receive 1.2440 fully paid and nonassessable shares of Patrick common stock, with cash to be paid in lieu of fractional shares of Patrick common stock that holders of the Company's common stock would otherwise be entitled to receive in the First Merger. Following completion of the Mergers, holders of Patrick common stock immediately prior to the Mergers are expected to own approximately 52 percent of Patrick, and holders of the Company's common stock immediately prior to the Mergers are expected to own approximately 48 percent of Patrick. The Merger Agreement contains customary representations, warranties, and covenants, including covenants restricting the conduct of each company's business prior to closing and provisions addressing the treatment of the Company's outstanding equity awards and employee benefits. The Merger Agreement may be terminated under certain circumstances, including by mutual consent of the Company and Patrick or if the Mergers are not consummated by March 30, 2027, subject to automatic extensions until as late as September 30, 2027 under certain conditions related to the receipt of regulatory approvals. In connection with the Mergers, Patrick may be required to pay the Company a termination fee of $94.2 million in specified circumstances, including if the Company terminates the Merger Agreement following a change of recommendation by Patrick's board of directors, and the Company may be required to pay Patrick a termination fee equal to $94.2 million in specified circumstances, including if Patrick terminates the Merger Agreement following a change of recommendation by the Company's Board of Directors, in each case subject to the terms and conditions of the Merger Agreement. The Company has incurred, and will continue to incur, legal, accounting, consulting, employee-related and other merger-related expenses in connection with the proposed Mergers. During each of the three and six months ended June 30, 2026, merger-related expenses of approximately $14.1 million were recorded in selling, general and administrative expenses on the condensed consolidated statements of income. The Company has not recognized any merger-related expenses that are contingent upon consummation of the proposed Mergers. Excluding the merger-related expenses recorded through June 30, 2026, the condensed consolidated financial statements were prepared without consideration of the pending Mergers.
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