Business Context and Reporting Period
This Form 8-K was filed by Square, Inc. (now Block, Inc.) on December 1, 2021. The report addresses Item 8.01 (Other Events) regarding the ongoing acquisition of Afterpay Limited, an Australian buy-now-pay-later company. The filing provides an update on regulatory approvals and the status of the shareholder vote required to consummate the transaction.
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Regulatory Status
The filing details the status of conditions precedent for the Afterpay acquisition. Most regulatory hurdles have been cleared, including:
- Expiration of the Hart-Scott-Rodino Antitrust waiting period in the U.S.
- Confirmation of tax rollover relief from the Australian Taxation Office.
- Consents from the New Zealand Overseas Investment Office.
- No objection from the Australian Federal Treasurer.
- Authorization for the transfer of Spanish subsidiaries from the Spanish Council of Ministers.
The only remaining outstanding condition is the prior non-opposition from the Bank of Spain. While the statutory deadline for this approval is February 21, 2022, the company expects to receive it in mid-January 2022.
Outlook, Management Commentary, and Risks
Due to the pending Bank of Spain approval, Afterpay has postponed its shareholder meeting (Scheme Meeting) originally scheduled for December 6, 2021. The meeting will be opened and immediately adjourned to a later date. Management is considering options to hold the meeting before the end of 2021, but if not feasible, it will likely be delayed until 2022. Square continues to expect the transaction to close in the first quarter of 2022.
The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to risks such as the ability to obtain final regulatory approvals and shareholder votes.
Investor Verification Checklist
- Confirm the final date for the adjourned Afterpay shareholder meeting.
- Monitor the status of the Bank of Spain non-opposition approval, expected in mid-January 2022.
- Verify the revised implementation timetable for the transaction closing.
- Review subsequent filings for any changes to the expected Q1 2022 closing date.