Business Context and Reporting Period
This Form 8-K was filed by Square, Inc. (now Block, Inc.) on December 6, 2021. The report details an amendment to the Scheme Implementation Deed regarding the proposed acquisition of Afterpay Limited, an Australian public company, by Square through its subsidiary Lanai (AU) 2 Pty Ltd.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.
Material Changes
The primary material change is the execution of an Amending Deed on December 6, 2021, which modifies the original acquisition agreement dated August 1, 2021. Specifically:
- The condition precedent regarding the non-opposition of the Bank of Spain has been converted into a condition subsequent.
- This condition must be satisfied by April 14, 2022.
- The Scheme may become effective prior to satisfying this condition, but the transaction closing is contingent upon its satisfaction.
- If the condition is not met by the deadline, parties must consult for 20 business days to determine an alternative transaction; failure to agree allows either party to terminate the Deed.
Guidance, Outlook, and Risks
Outlook and Timeline:
- A shareholder meeting to approve the amended Scheme is scheduled for December 14, 2021.
- The Second Court Date for Supreme Court approval is expected on December 17, 2021, assuming shareholder approval and satisfaction of other conditions.
- Square continues to expect the transaction to close in the first quarter of calendar year 2022.
Risks and Contingencies:
- The transaction remains subject to the satisfaction of the Bank of Spain condition by April 14, 2022.
- Forward-looking statements regarding timing are subject to risks including regulatory approvals, shareholder votes, and potential governmental prohibitions.
- Failure to satisfy the condition subsequent could lead to termination of the deal.
Investor Verification Checklist
- Verify the outcome of the Afterpay shareholder vote scheduled for December 14, 2021.
- Monitor the status of the Bank of Spain non-opposition condition, which must be satisfied by April 14, 2022.
- Confirm the Supreme Court of New South Wales approval on the expected Second Court Date of December 17, 2021.
- Review the full text of the Amending Deed (Exhibit 2.1) for complete legal terms.