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
June 28, 2021
Date of Report (date of earliest event reported)
VIRTUS INVESTMENT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-10994 | 26-3962811 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
One Financial Plaza | Hartford | CT | 06103 | |||||||||||
(Address of principal executive offices) | (Zip Code) |
(800) 248-7971
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
☐ 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 | ||||||
Common Stock, $0.01 par value | VRTS | The NASDAQ Stock Market LLC |
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.
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Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated June 28, 2021 issued by Virtus Investment Partners, Inc. (the “Company”).
Item 8.01 Other Events.
On June 25, 2021, a wholly owned subsidiary of the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Stone Harbor Investment Partners GP, LLC, (“SHIP GP”), SHIP Capital Partners, LP (“Capital Partners” and together with SHIP GP, the “Sellers”) and Stone Harbor Investment Partners LP (“SHIP”) to acquire 100% of the ownership interests of SHIP from the Sellers upon the terms and conditions contained in the Purchase Agreement, which include customary regulatory approvals, representations, warranties, covenants, indemnification and escrow provisions, and termination rights as well as customary closing conditions. The transaction is expected to close near the end of 2021; however, there can be no assurances that these regulatory approvals and closing conditions will be received or satisfied, respectively, or that the acquisition will close on the terms contemplated by the Purchase Agreement, or at all.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Company disclaims any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of this Current Report on Form 8-K, except where required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Virtus Investment Partners, Inc. dated June 28, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
VIRTUS INVESTMENT PARTNERS, INC. | ||||||||||||||
Dated: | June 28, 2021 | By: | /s/ Wendy J. Hills | |||||||||||
Name: | Wendy J. Hills | |||||||||||||
Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary |