Subsequent Events - Proposed Merger |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events - Proposed Merger | Subsequent Events - Proposed Merger On August 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prive Parent, Inc. ("Parent") and Prive Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of Bernhard Capital Partners ("Bernhard"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. At the effective time of the Merger, each outstanding share of the Company's common stock, other than shares subject to certain customary exclusions, will be converted into the right to receive $43.00 in cash, without interest. Upon completion of the Merger, the Company will become a privately held company and its common stock will no longer be listed on Nasdaq or registered under the Securities Exchange Act of 1934, as amended. The Company's Board of Directors unanimously approved the Merger Agreement and resolved to recommend that the Company's stockholders adopt the Merger Agreement. Completion of the Merger is subject to customary closing conditions, including approval by the Company's stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of any law or order prohibiting the Merger, the accuracy of the parties' representations and warranties, subject to applicable materiality standards, and the parties' compliance in all material respects with their respective obligations under the Merger Agreement. The Merger is expected to close in the fourth quarter of 2026 or the first quarter of 2027. The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under certain specified circumstances, the Company may be required to pay Parent a termination fee of approximately $26.9 million, or in certain circumstances involving an Excluded Party (as defined in the Merger Agreement), approximately $13.4 million.
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