Vivint Smart Home, Inc. (Form: 8-K, Received: 01/24/2020 17:30:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

January 17, 2020

VIVINT SMART HOME, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38246

(Commission File Number)

98-1380306

(IRS Employer Identification No.)

4931 North 300 West

Provo, Utah 84604

(Address of Principal Executive Offices) (Zip Code)

(801) 377-9111

(Registrant’s telephone number, including area code)

Mosaic Acquisition Corp.

375 Park Avenue

New York, New York 10152

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001	VVNT	New York Stock Exchange

Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	VVNT WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

On January 17, 2020, Vivint Smart Home, Inc. (the “Company”) reconvened the special meeting of stockholders (the “Special Meeting”) held in connection with the Company’s previously announced business combination (the “Merger”) with Legacy Vivint Smart Home, Inc. (“Legacy Vivint”) pursuant to the Agreement and Plan of Merger, dated as of September 15, 2019 (as it may be amended and/or restated from time to time, including by Amendment No. 1, dated as of December 18, 2019, the “Merger Agreement”), by and among Legacy Vivint, the Company and Maiden Merger Sub, Inc. (“Merger Sub”) and the transactions contemplated thereby, pursuant to which Merger Sub merged with and into Legacy Vivint with Legacy Vivint surviving the merger as a wholly owned subsidiary of the Company. The Special Meeting was originally convened on each of December 18, 2019 and January 14, 2020 and adjourned prior to conducting any business. Each proposal voted on at the Special Meeting is described in detail in the Company’s definitive proxy statement/consent solicitation statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders on December 27, 2019 (the “Proxy Statement”).

As of the close of business on November 19, 2019, the record date for the Special Meeting, there were an aggregate of 43,125,000 shares of Class A common stock, par value $0.0001 per share, and Class F common stock, par value $0.0001 per share (together, the “Common Stock”), outstanding, each of which was entitled to one vote with respect to the adjournment proposal. A total of 36,873,130 shares of Common Stock, representing approximately 85.50% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.

The voting results for the proposals voted on at the Special Meeting are set forth below:

1. The Business Combination Proposal – To approve the Merger Agreement and the transactions contemplated thereby


For	Against	Abstain	Broker Non-Votes
32,299,104	1,563,761	10,265	0

2. The Charter Proposals

(a) Increase of Authorized Shares; Elimination of Class F Common Stock – To increase the number of authorized shares of capital stock of the Company and eliminate the Class F common stock classification


For	Against	Abstain	Broker Non-Votes
35,262,394	1,600,068	10,668	0

(b) Affirmative Vote Required to Amend Charter – To require an affirmative vote of holders of at least 66.67% of outstanding shares of the Company’s outstanding Class A common stock to amend certain provisions of the Company’s charter


For	Against	Abstain	Broker Non-Votes
34,853,651	2,008,944	10,535	0

(c) Affirmative Vote Required to Amend Bylaws – To require an affirmative vote of holders of at least 66.67% of outstanding shares of the Company’s outstanding Class A common stock to amend certain provisions of the Company’s bylaws


For	Against	Abstain	Broker Non-Votes
34,853,652	2,008,994	10,484	0

(d) Election of Directors by Plurality; Filling of Newly Created Directorships or Vacancies – To provide for (i) permitting the election of directors by a plurality of votes cast and (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office


For	Against	Abstain	Broker Non-Votes
34,767,282	2,095,150	10,484	0

(e) Removal of Directors – To provide for the removal of directors with or without cause by stockholders voting a majority of the outstanding shares of the Company’s Class A common stock


For	Against	Abstain	Broker Non-Votes
35,188,140	1,674,685	10,305	0

(f) Calling of Special Meetings – To provide special meetings may be called only by the chairman or the board of directors and that so long as certain stockholder parties beneficially own, in the aggregate, at least 30% of the total voting power of the outstanding shares of the Company’s Class A common stock, a special meeting may be called for any purposes at the request of any such stockholder party


For	Against	Abstain	Broker Non-Votes
34,754,197	2,107,304	11,629	0

(g) Classified Board of Directors – To provide for the classification of the Company’s board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes


For	Against	Abstain	Broker Non-Votes
34,299,696	2,562,948	10,486	0

(h) Opt Out of Section 203 of the DGCL – To elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware (“Section 203”) and, instead, be governed by a substantially similar provision with specified changes to the definition of “interested stockholder” as defined in Section 203 and to make certain related changes


For	Against	Abstain	Broker Non-Votes
34,809,959	2,052,537	10,634	0

(i) Exclusive Forum – To provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims


For	Against	Abstain	Broker Non-Votes
35,235,024	1,626,021	12,085	0

(j) Elimination of Blank Check Provisions – To eliminate various provisions applicable only to blank check companies


For	Against	Abstain	Broker Non-Votes
35,263,051	1,598,675	11,404	0

(k) Approval of Proposed Charter – Conditioned upon the approval of Proposals 2(a) through 2(j), a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the closing of the Merger


For	Against	Abstain	Broker Non-Votes
35,057,514	1,803,762	11,854	0

3. The Fortress Issuance Proposal – To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of the Company’s Class A common stock pursuant to the Fortress Subscription Agreement and the Fortress Subscription and Backstop Agreement (each as defined in the Proxy Statement)


For	Against	Abstain	Broker Non-Votes
35,298,251	1,564,425	10,454	0

4. The Blackstone Issuance Proposal – To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of the Company’s Class A common stock pursuant to the Blackstone Subscription Agreements (as defined in the Proxy Statement)


For	Against	Abstain	Broker Non-Votes
35,298,751	1,564,025	10,354	0

5. The Merger Issuance Proposal – To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of the Company’s Class A common stock pursuant to the Merger Agreement


For	Against	Abstain	Broker Non-Votes
35,299,065	1,563,711	10,354	0

6. The Incentive Plan Proposal – To consider and vote upon a proposal to approve and adopt the 2020 Omnibus Plan (as defined in the Proxy Statement)


For	Against	Abstain	Broker Non-Votes
35,079,337	1,732,633	61,160	0

7. The Additional Forward Purchaser Issuance Proposal – To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of the Company’s Class A common stock pursuant to the Additional Forward Purchaser Subscription Agreement (as defined in the Proxy Statement)


For	Against	Abstain	Broker Non-Votes
30,197,997	1,477,354	3,574	0

Item 7.01

Regulation FD Disclosure

On January 17, 2020, the Company issued a press release announcing the consummation of the Company’s previously announced business combination, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated January 17, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIVINT SMART HOME, INC.

By: /s/ Shawn J. Lindquist

Name:

Shawn J. Lindquist

Title:

Chief Legal Officer

Date: January 24, 2020

Exhibit 99.1

Vivint Smart Home and Mosaic Acquisition Corp. Complete Merger

One of the Largest U.S. SPAC Transactions Ever with $4.2 Billion Enterprise Value

Includes $488 Million of Equity Capital to Delever the Company and Position it for Growth

Combined Company to Trade on NYSE Under Ticker VVNT Commencing January 21

PROVO, Utah and NEW YORK, January 17, 2020 — Vivint Smart Home, Inc. (“Vivint”) and Mosaic Acquisition Corp. (NYSE: MOSC; “Mosaic”), today announced the completion of the previously announced transaction between Vivint and Mosaic, which results in Vivint becoming a publicly traded company. The transaction is one of the largest U.S. SPAC mergers ever with an enterprise value of $4.2 billion, including additional equity of $488 million.

Mosaic shareholders approved the transaction at a special meeting earlier today. The combined company will be named Vivint Smart Home and will trade under the ticker symbol VVNT on the New York Stock Exchange beginning Tuesday, January 21, 2020. Existing Vivint investors and new investors supporting the transaction include affiliates of Blackstone and Fortress Investment Group LLC, and anchor investors of Mosaic.

Vivint’s management team, led by Founder and Chief Executive Officer Todd Pedersen and President Alex Dunn, will continue to lead the combined company. David Maura, Executive Chairman and Chief Executive Officer of Mosaic, will join the combined company’s Board of Directors.

“In a market where it is difficult to find value, Vivint presents a unique opportunity to invest in the rapidly expanding home automation space,” said David Maura. “Vivint’s smart home technology empowers the customer to control the entire home from one app, and its offering is delivered with a customer-focused approach to sales, installation and service. In contrast to many competitors, Vivint owns its entire data stack, and the company has built a competitive moat by seamlessly merging the digital and physical worlds. I have made a significant personal investment in Vivint and I look forward to serving on the Board as Todd, Alex and the team lead the company through its next phase of growth and development.”

“Completing our merger with Mosaic and becoming a publicly traded company is an important milestone for Vivint,” said Todd Pedersen. “With the new capital from this transaction, we will strengthen our balance sheet and continue to invest to support our mission of helping families live more conveniently and intelligently with Vivint’s smart home platform. As we begin our next chapter, Vivint is well positioned to achieve our goal of redefining the home experience.”

David Maura concluded: “We are thrilled to complete this transaction with Blackstone and thank them for their partnership. We believe the fact that a proven private equity leader like Blackstone not only remained fully invested in Vivint, but also committed additional equity, underscores the unique value creation opportunity that Vivint represents.”

J.P. Morgan Securities LLC, Evercore and Blackstone Capital Markets served as financial advisors and capital markets advisors to Vivint. Deutsche Bank Securities, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and RBC Capital Markets LLC acted as financial advisors and capital markets advisors to Mosaic.

Simpson Thacher & Bartlett LLP acted as legal counsel to Vivint. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Mosaic. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Fortress.

About Vivint Smart Home

Vivint Smart Home is a leading smart home company in North America. Vivint delivers an integrated smart home system with in-home consultation, professional installation and support delivered by its Smart Home Pros, as well as 24/7 customer care and monitoring. Dedicated to redefining the home experience with intelligent products and services, Vivint serves more than 1.5 million customers throughout the United States and Canada. For more information, visit www.vivint.com.

About Mosaic Acquisition Corp.

Mosaic Acquisition Corp. is a special purpose acquisition company formed by Mosaic Sponsor, LLC and Fortress Mosaic Sponsor LLC for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information, visit www.mosaicac.com.

Forward-Looking Statements

This press release includes certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the Company’s plans, strategies and prospects, both business and financial These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed in “Risk Factors” and elsewhere in APX Group Holdings, Inc.’s most recent Annual Report on Form 10-K/A, for the fiscal year ended December 31, 2018 (the “Form 10-K/A”), APX Group Holdings, Inc.’s Quarterly Report on Form 10-Q (the “Q1 Form 10-Q”) for the fiscal quarter ended March 31, 2019, APX Group Holdings, Inc.’s Quarterly Report on Form 10-Q (the “Q2 Form 10-Q”) for the fiscal quarter ended June 30, 2019 and APX Group Holdings, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (together with the Q1 Form 10-Q and Q2 Form 10-Q, the “Form 10-Qs”), could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•

risks related to disruption of management’s time from ongoing business operations due to the completion of the transactions with Mosaic Acquisition Corp.;

•

risks of the smart home and security industry, including risks of and publicity surrounding the sales, subscriber origination and retention process;

•

the highly competitive nature of the smart home and security industry and product introductions and promotional activity by our competitors;

•

litigation, complaints, product liability claims and/or adverse publicity;

•

the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime, weather, demographic trends and employee availability;

•

increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements;

•

cost increases or shortages in smart home and security technology products or components;

•

the introduction of unsuccessful new Smart Home Services;

•

privacy and data protection laws, privacy or data breaches, or the loss of data;

•

the impact to the Company’s business, results of operations, financial condition, regulatory compliance and customer experience of the Vivint Flex Pay plan (as described in Note 1 – Basis of Presentation in the unaudited condensed consolidated financial statements) and the Company’s ability to successfully compete in retail sales channels; and

•

risks related to the Company’s exposure to variable rates of interest with respect to its revolving credit facility and term loan facility.

In addition, the origination and retention of new subscribers will depend on various factors, including, but not limited to, market availability, subscriber interest, the availability of suitable components, the negotiation of acceptable contract terms with subscribers, local permitting, licensing and regulatory compliance, and our ability to manage anticipated expansion and to hire, train and retain personnel, the financial viability of subscribers and general economic conditions.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Press Release are more fully described in the “Risk Factors” section of the Form 10-K/A, as filed with the Securities and Exchange Commission (the “SEC”) and the Form 10-Qs, as such risk factors may be updated from time to time in the Company’s periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov. The risks described herein or in the “Risk Factors” sections of the Form 10-K/A and Form 10-Qs are not exhaustive.

The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

For Vivint

Investors

Dale R. Gerard, (801) 705-8011

dgerard@vivint.com

Media

Liz Tanner, (801) 229-6956

liz.tanner@vivint.com

For Mosaic

Sard Verbinnen & Co.

George Sard/David Millar

(212) 687-8080