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 of earliest event reported): ~~August~~ October 813, 2021

____________________

SELECT INTERIOR CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware	001-38632	47-4640296
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	001-38632	47-4640296
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
400 Galleria Parkway, Suite 1760 Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 701-4737

____________________

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 Instructions 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))

☒	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 $0.01 per share		SIC		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. ☐

Item 18.01. ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events.

~~Agreement~~Supplement ~~and~~to ~~Plan~~Definitive ofProxy ~~Merger~~ Statement

OnThis ~~August~~is 8,a ~~2021,~~supplement to the Definitive Proxy Statement on Schedule 14A filed by Select Interior Concepts, Inc., a Delaware corporation (the “Company” or “SIC”), ~~entered~~with ~~into~~the anSecurities ~~Agreement~~ and ~~Plan~~Exchange ofCommission ~~Merger~~(the “SEC”) on September 15, 2021 (the “~~Merger~~Definitive ~~Agreement~~Proxy Statement”), by and ~~among~~mailed to the Company,’s ~~Astro~~stockholders ~~Stone~~in ~~Intermediate~~connection ~~Holding,~~with ~~LLC~~the ~~(“Parent”),~~solicitation aof ~~Delaware~~proxies ~~limited~~for ~~liability~~use ~~company~~at ~~and~~a ~~affiliate~~special meeting of ~~Sun~~the Company’s ~~Capital~~stockholders ~~Partners,~~scheduled ~~Inc.~~to ~~(“Sun”),~~be ~~and~~held ~~Astro~~on ~~Stone~~October ~~Merger Sub~~19, ~~Inc~~2021., The aDefinitive ~~Delaware~~Proxy ~~corporation~~Statement is amended and asupplemented ~~wholly-owned~~by, ~~subsidiary~~and ofshould ~~Parent~~be ~~(“Merger~~read ~~Subsidiary”). Upon~~as ~~the~~part ~~terms~~of, and ~~subject~~in toconjunction with, the ~~conditions~~information set forth in ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~Merger~~on ~~Subsidiary~~Form ~~will~~8-K. Capitalized beterms ~~merged~~used ~~with~~in ~~and~~this ~~into~~Current ~~the~~Report ~~Company~~on ~~(the~~Form ~~“Merger”)~~8-K ~~with~~but ~~the~~not ~~Company~~otherwise ~~surviving~~defined herein have the ~~Merger~~meanings asascribed ato ~~wholly-owned~~those ~~subsidiary~~terms ofin ~~Parent.~~the Definitive Proxy Statement.

AtAs ~~the~~previously ~~effective~~announced, ~~time~~on ofAugust ~~the~~8, ~~Merger~~2021, ~~(the~~SIC ~~“Effective~~entered ~~Time”),~~into ~~each~~an ~~issued~~Agreement and ~~outstanding~~Plan ~~share~~of Merger (~~each,~~the a “~~Share~~Merger Agreement”) of ~~Class~~by Aand ~~Common~~among ~~Stock~~SIC, ~~par~~Astro ~~value~~Stone Intermediate ~~$0.01~~Holding, ~~per~~LLC ~~share~~ (“~~Company Stock~~Parent”), ofa ~~the~~Delaware ~~Company~~limited ~~(other~~liability ~~than~~company ~~Shares~~and ~~that~~affiliate ~~are~~of ~~held~~Sun byCapital aPartners, ~~holder~~Inc. ~~who~~(“Sun”), isand ~~entitled~~Astro toStone ~~demand~~Merger Sub, Inc., a Delaware corporation and ~~properly~~a ~~demands~~wholly-owned ~~appraisal~~subsidiary of ~~such~~Parent ~~Shares~~(“Merger inSubsidiary”). Upon ~~accordance~~the ~~with~~terms ~~Section~~and ~~262~~subject ofto the ~~Delaware~~conditions ~~General~~set ~~Corporation~~forth ~~Law~~in (the ~~“DGCL”))~~Merger Agreement, Merger Subsidiary will be ~~cancelled~~merged with and ~~converted~~ into SIC (the ~~right~~“Merger”) towith ~~receive~~SIC ~~$14.50~~surviving ~~per~~the ~~Share~~Merger inas ~~cash,~~a ~~without~~wholly-owned ~~interest~~subsidiary ~~(the~~of ~~“Merger Consideration”)~~Parent.

AtSIC orbelieves ~~immediately~~that ~~prior to~~ the ~~Effective~~Definitive ~~Time,~~Proxy ~~(i)~~Statement ~~each~~contains ~~outstanding~~all ~~service-based~~material ~~restricted~~information ~~stock~~required ~~unit of the Company (each, a “Company RSU”) shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company RSU an amount in cash equal~~ to ~~the Merger Consideration, (ii) each outstanding performance-based restricted stock unit of the Company (each, a “Company PSU”) shall~~ be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company PSU an amount in cash equal to the Merger Consideration and (iii) each outstanding restricted share of Company Stock (collectively, “Company Restricted Stock”) shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company Restricted Stock an amount in cash equal to the Merger Considerationdisclosed.

The ~~Board~~following ofunderlined ~~Directors~~language ofis ~~the~~added ~~Company~~to (the ~~“Board”)~~second ~~unanimously~~sentence ~~(i) determined that the Merger Agreement~~ and ~~the~~as ~~transactions~~a ~~contemplated~~new bylast ~~the~~sentence ~~Merger Agreement, including the Merger, are fair to and in the best interests~~ of, the ~~Company~~first ~~and~~full ~~its~~paragraph ~~stockholders, (ii) declared advisable and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) directed that the approval~~ of the text ~~Merger~~on ~~Agreement~~page be32 ~~submitted to a vote at a special meeting~~ of the ~~stockholders~~Definitive ofProxy ~~the~~Statement ~~Company,~~under ~~and (iv) resolved to recommend that~~ the ~~stockholders~~heading “Background of the ~~Company approve the~~ Merger ~~Agreement (the “Company Board Recommendation~~”). :

~~Consummation~~Of ofthose ~~the~~12 ~~Merger~~parties, iseight ~~subject to the satisfaction or (to the extent permitted by law) waiver of specified closing conditions~~parties, including ~~(i) the~~Party ~~approval of the Merger Agreement by the affirmative vote of the holders of a majority of all of the outstanding Shares entitled to vote thereon (the “Company Stockholder Approval”)~~B, ~~(ii)~~entered ~~the~~into ~~absence~~confidentiality ofagreements ~~any~~with ~~law,~~customary ~~judgment,~~terms. The ~~ruling,~~confidentiality ~~action,~~agreement ~~injunction~~entered orinto ~~order~~with ~~that~~Party ~~restrains,~~B ~~enjoins,~~contained ~~makes~~standstill ~~illegal~~and or otherwise prohibits the consummation of the Merger or the other transactions contemplated by the Merger Agreement, (iii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “~~HSR~~don’t ~~Act”)~~ask, ~~(iv) the Company not experiencing a Material Adverse Effect (as defined in the Merger Agreement) and (v) other customary closing conditions, including the accuracy of each party~~don’st ~~representations~~waive” ~~and warranties and each party’s compliance with its covenants and agreements contained in the Merger Agreement (subject in the case of this clause (v) to certain qualifications as to materiality)~~provisions.

~~Consummation~~The offollowing ~~the~~underlined ~~Merger~~language is ~~not~~added ~~subject~~ to ~~Parent obtaining any financing for or related to~~ the ~~transactions~~first ~~contemplated~~sentence byof the ~~Merger~~fourth ~~Agreement. In~~paragraph ~~connection with the execution~~ of the ~~Merger~~text ~~Agreement,~~on ~~Parent~~page ~~has~~33 ~~entered into an equity commitment letter with an affiliate~~ of ~~Sun and a debt commitment letter pursuant to which~~ the ~~financing~~Definitive Proxy ~~sources~~Statement ~~named~~under ~~therein have agreed to provide financing for~~ the ~~transaction,~~heading ~~subject~~“Background ~~to the terms and conditions~~ of ~~such commitment letters. The Company has agreed to use reasonable best efforts to cooperate with Parent to obtain Parent’s debt financing in connection with~~ the Merger.”:

~~The~~On ~~Merger~~March ~~Agreement~~4, ~~includes~~2021, ~~customary~~SIC ~~representations~~entered ~~and~~into ~~warranties~~a ofconfidentiality ~~the~~agreement ~~Company,~~containing customary ~~Parent~~terms ~~and~~(including ~~Merger~~standstill ~~Subsidiary. Many~~and of“don’t’ ~~the~~ask, ~~representations~~don’t ~~made~~waive” byprovisions) ~~the~~with ~~Company~~Party ~~are~~A, ~~subject to~~ and ~~qualified~~Party byA awas ~~Material~~granted ~~Adverse~~access ~~Effect~~to ~~standard (as defined in~~ the ~~Merger~~virtual ~~Agreement). The~~data ~~Company,~~room ~~Parent~~ and provided ~~Merger~~with ~~Subsidiary have also made certain covenants in~~ the ~~Merger~~same ~~Agreement~~information regarding ~~the~~SIC ~~operation~~that ofhad ~~its~~been ~~business~~provided ~~and~~to ~~that~~other ofinterested ~~its~~parties ~~subsidiaries,~~in asconnection ~~applicable,~~with ~~prior to~~ the ~~Effective~~strategic ~~Time~~alternatives process.

The ~~Company~~following isunderlined ~~also~~language ~~subject~~is added to ~~customary “no-shop” restrictions requiring, among other things, that~~ the ~~Company~~second ~~not,~~sentence and ~~requiring~~as ~~that~~a ~~the~~new ~~Company~~last ~~cause~~sentence ~~its~~of ~~representatives~~the second ~~not~~full ~~to,~~paragraph ~~solicit~~of ~~acquisition~~the ~~proposals~~text ~~from~~on ~~third~~page ~~parties,~~34 ~~provide~~of ~~information~~the toDefinitive orProxy ~~participate~~Statement inunder ~~any discussions or negotiations with third parties regarding acquisition proposals, enter into any acquisition agreement with respect to an acquisition proposal, or withdraw or change~~ the ~~Company~~heading ~~Board~~“Background ~~Recommendation. However,~~of the ~~Company Board may, subject to certain conditions and requirements, respond to~~ Merger”:

~~unsolicited~~Of ~~proposals~~those, ~~from~~31 ~~third~~ parties~~. Further~~, ~~subject~~including toParties ~~certain~~C ~~conditions~~ and ~~requirements~~D, ~~including~~entered ~~first~~into ~~providing~~confidentiality ~~Parent~~agreements with customary ~~match~~terms. ~~rights,~~The ~~the~~confidentiality ~~Company~~agreements ~~Board~~entered isinto ~~permitted to withdraw its recommendation in favor of adoption of the Merger Agreement or terminate the Merger Agreement, in each case, if, in connection~~ with ~~the~~Parties ~~receipt~~C ~~of an alternative proposal, the Company Board determines in good faith that (x) such alternative proposal constitutes or would reasonably be expect to lead to a superior proposal~~ and ~~(y)~~D aeach ~~failure~~contained tostandstill ~~effect such a withdrawal of recommendation could be inconsistent with its fiduciary duties. In addition, subject to certain conditions~~ and ~~requirements,~~“don’t ~~including first providing Parent customary match rights~~ask, ~~the~~don’t ~~Company~~waive” Board may withdraw its recommendation (but not terminate the Merger Agreement) if, in connection with a material event or circumstance occurring after the date of the Merger Agreement that was not known or foreseeable as of the date of the Merger Agreement, it determines in good faith that a failure to effect such a withdrawal of recommendation would be inconsistent with its fiduciary dutiesprovisions.

The ~~Merger~~following ~~Agreement~~underlined ~~may~~language ~~be terminated by each of the Company and Parent under certain circumstances, including (i) by either the Company or Parent if the Merger~~ is ~~not~~added ~~consummated by December 31, 2021 (the “Outside Date”), (ii) by Parent, if prior~~ to ~~obtaining~~ the ~~Company~~last ~~Stockholder~~sentence ~~Approval,~~of the ~~Board~~fifth ~~adversely~~full ~~changes~~paragraph ~~the~~of ~~Company Board Recommendation (an “Adverse Recommendation Change”), (iii) by~~ the text ~~Company,~~on ifpage ~~prior~~35 toof ~~obtaining~~ the ~~Company~~Definitive ~~Stockholder~~Proxy ~~Approval,~~Statement ~~the~~under ~~Company enters into an agreement concerning a superior proposal or (iv) by~~ the ~~Company,~~heading if“Background ~~Parent fails to consummate the Merger within three business days~~ of ~~being required to do so pursuant to~~ the ~~terms of the~~ Merger ~~Agreement.~~”:

~~Upon~~Also ~~termination~~on ofthis ~~the Merger Agreement under specified circumstances~~date, ~~the~~SIC ~~Company~~entered ~~will~~into ~~be required to pay Parent~~ a ~~termination~~confidentiality ~~fee~~agreement ofcontaining ~~approximately~~customary ~~$15.4~~terms ~~million,~~ (including ifstandstill ~~(i)~~and ~~the~~“don’t Company terminates the Merger Agreement to enter into a superior proposal or (ii) Parent terminates the Merger Agreement following an Adverse Recommendation Change. The Merger Agreement further provides thatask, ~~upon termination of the Merger Agreement because of a failure to obtain the Company Stockholder Approval, the Company will be required to reimburse certain of Parent~~don’st ~~expenses~~waive” upprovisions) towith aanother ~~cap~~interested ofprivate ~~approximately~~equity ~~$2.1~~sponsor ~~million. If~~(“Party the Company terminates the Merger Agreement because Parent fails to consummate the Merger within three business days of being required to do so pursuant to the terms of the Merger Agreement, Parent will be required to pay the Company a termination fee of approximately $30E”).~~8 million.~~

~~Voting~~The ~~Agreements~~following underlined language is added to the last sentence of the twelfth full paragraph of the text on page 35 of the Definitive Proxy Statement under the heading “Background of the Merger”:

InSIC ~~connection with the execution of the Merger Agreement, on August 8, 2021, the Company~~ entered into a ~~Voting~~confidentiality ~~Agreement~~agreement ~~(the~~containing customary ~~“Solace~~terms ~~Voting~~(including ~~Agreement”)~~standstill by and ~~among~~“don’t ~~the Company~~ask, ~~Parent~~don’t ~~and~~waive” ~~certain stockholders of the Company affiliated~~ provisions) with ~~Solace~~Party ~~Capital Partners~~F, ~~L.P.~~and ~~(collectively,~~Party ~~the~~F ~~“Solace~~was ~~Significant~~provided ~~Stockholders”),~~with ~~pursuant to which~~ the ~~Solace~~same ~~Significant~~information ~~Stockholders~~regarding ~~have~~SIC ~~agreed,~~that ~~among~~had ~~other~~been ~~things,~~provided to ~~vote all of their shares (which represents approximately 15.8% of~~ the ~~outstanding~~other ~~Shares~~interested ~~of Company Stock) in favor of the Merger and approval of the Merger Agreement~~parties. ~~Brett G. Wyard, a managing partner of the general partner of each of Solace Capital Partners, L.P. and Solace General Partner, LLC, serves on the Company’s Board and is its Chairman.~~

InThe ~~connection~~following ~~with~~underlined ~~the~~language ~~execution~~is ofadded ~~the~~to ~~Merger Agreement, on August 8, 2021,~~ the ~~Company~~first ~~also~~full ~~entered~~paragraph ~~into~~of ~~a Voting Agreement (~~the ~~“B.~~text ~~Riley~~on ~~Voting~~page ~~Agreement”~~46 ~~and, together with the Solace Voting Agreement, collectively, the “Voting Agreements”) by and among the Company, Parent and certain stockholders~~ of the ~~Company~~Definitive ~~affiliated~~Proxy ~~with~~Statement under ~~B. Riley Financial, Inc. (collectively,~~ the ~~“B.~~heading ~~Riley Significant Stockholders” and, together with the Solace Significant Stockholders, collectively, the~~ “~~Significant~~Opinion ~~Stockholders”), pursuant to which the B. Riley Significant Stockholders have agreed, among other things, to vote all~~ of ~~their~~RBC ~~shares~~Capital ~~(which represents approximately 12.6% of the outstanding Shares of Company Stock) in favor of the Merger and approval of the Merger Agreement. Bryant R. Riley~~Markets, ~~the~~LLC ~~Chairman~~– ~~and Co-Chief Executive Officer of B. Riley~~ Financial, Analyses ~~Inc.,~~– isSelected aPublic ~~member of the Company’s Board.~~ Companies Analysis”:

~~The~~Selected ~~Voting~~Public ~~Agreements~~Companies ~~will~~Analysis. ~~terminate~~RBC Capital ~~upon~~Markets ~~the~~performed ~~earliest~~a ofselected ~~(a)~~public ~~the~~companies ~~time~~analysis of the Company ~~Stockholder~~in ~~Approval~~which isRBC ~~obtained,~~Capital ~~(b)~~Markets ~~the~~reviewed ~~Effective~~certain ~~Time,~~financial ~~(c)~~and ~~the~~stock ~~termination~~market information of the ~~Merger~~Company ~~Agreement~~and the following seven selected publicly traded companies in ~~accordance~~the building products industry with ~~its~~equity ~~terms~~market ~~and~~capitalizations (d)as ~~the~~of ~~effectiveness~~August 6, 2021) of ~~certain~~approximately ~~amendments~~$1 tobillion ~~the~~or ~~Merger~~less ~~Agreement~~that ~~without~~RBC ~~each~~Capital ~~Significant~~Markets ~~Stockholders’~~in ~~prior~~its ~~consent.~~ professional judgment considered generally relevant for purposes of analysis, collectively referred to as the selected companies:

~~Copies~~The offollowing ~~the~~underlined ~~Merger~~language ~~Agreement, the Solace Voting Agreement and the B. Riley Voting Agreement are attached hereto as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2, respectively, and each~~ is ~~incorporated~~added ~~herein by reference. The foregoing descriptions of the Merger Agreement and the Voting Agreements are qualified in their entirety by reference~~ to the ~~full~~second ~~texts~~sentence of the ~~Merger~~third ~~Agreement~~full ~~and~~paragraph the Voting Agreements. The Merger Agreement and the Voting Agreements have been filed to provide information to investors regarding their terms. They are not intended to provide any other factual information about the Company, Parent, Merger Subsidiary or the Significant Stockholders, their respective businesses, or the actual conduct of ~~their respective businesses during~~ the ~~period~~text ~~prior~~on topage ~~the~~46 ~~consummation~~ of the Definitive ~~Merger.~~Proxy ~~The~~Statement ~~Merger~~under ~~Agreement,~~ the ~~Voting~~heading ~~Agreements~~“Opinion ~~and these summaries should not be relied upon as disclosure about the Company, Parent, Merger Subsidiary or the Significant Stockholders. None~~ of ~~the~~RBC ~~Company’s~~Capital ~~stockholders or any other third parties should rely on the representations~~Markets, ~~warranties~~LLC ~~and~~– ~~covenants~~Financial inAnalyses ~~the~~– ~~Merger~~Selected ~~Agreement~~Public orCompanies ~~the Voting Agreements or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger~~ Analysis”:

~~Subsidiary,~~RBC ~~the~~Capital ~~Significant~~Markets ~~Stockholders~~then orapplied ~~any of their respective subsidiaries or affiliates. The representations and warranties contained~~ in ~~the~~its ~~Merger~~professional ~~Agreement~~judgment selected ~~and~~ranges ~~the Voting Agreements are the product~~ of ~~negotiations~~calendar ~~among~~year ~~the~~2021 ~~parties thereto~~ and ~~that~~calendar ~~the~~year ~~parties~~2022 ~~made~~estimated ~~to,~~adjusted ~~and~~EBITDA ~~solely~~multiples ~~for~~derived from the ~~benefit~~selected ~~of,~~companies ~~each other as~~ of ~~specified dates~~6.0x ~~The assertions embodied in those representations and warranties are subject~~ to ~~qualifications~~10.0x and ~~limitations~~6.0x ~~agreed~~ to ~~by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement~~9.5x, ~~The~~respectively, ~~representations~~to ~~and~~corresponding ~~warranties~~data ~~may have been made for the purpose~~ of ~~allocating contractual risk between~~ the ~~parties~~Company tobased ~~the~~on ~~agreements~~financial projections ~~instead of establishing these matters as facts,~~ and ~~may~~other beestimates ~~subject to standards~~ of ~~materiality applicable to~~ the ~~contracting~~Company’s ~~parties that differ from those applicable to investors~~management.

The following underlined language is added to the first paragraph of the text on page 47 of the Definitive Proxy Statement under the heading “Opinion of RBC Capital Markets, LLC – Financial Analyses – Selected Precedent Transactions Analysis”:

Selected Precedent Transactions Analysis. RBC Capital Markets performed a selected precedent transactions analysis of the Merger in which RBC Capital Markets reviewed, to the extent publicly available, certain financial information relating to the following 11 selected precedent transactions that RBC Capital Markets in its professional judgment considered generally relevant for purposes of analysis as transactions involving companies with operations in the building products industry, collectively referred to as the selected transactions:

The following underlined language is added to the second sentence of the third paragraph of the text on page 47 of the Definitive Proxy Statement under the heading “Opinion of RBC Capital Markets, LLC – Financial Analyses – Selected Precedent Transactions Analysis”:

RBC Capital Markets then applied in its professional judgment a selected range of LTM adjusted EBITDA multiples derived from the selected transactions of 9.0x to 11.0x to the Company’s LTM adjusted EBITDA (as of June 30, 2021).

The following underlined language is added to the second and third sentences in the last full paragraph of the text beginning at the bottom of page 47 and concluding at the top of page 48 of the Definitive Proxy Statement under the heading “Opinion of RBC Capital Markets, LLC – Financial Analyses – Discounted Cash Flow Analysis”:

RBC Capital Markets calculated terminal values for the Company by applying to the Company’s terminal year unlevered free cash flow a selected range of perpetuity growth rates of 2.0% to 3.0% selected based on RBC Capital Markets’ professional judgment and taking into account, among other factors, financial projections and other estimates of the Company’s management, such management’s long-term growth expectations for the industry and markets in which the Company operates and trends in the overall economy generally. The unlevered free cash flows and terminal values were then discounted to present value (as of June 30, 2021) using a selected range of discount rates of 13.0% to 15.0% derived from a weighted average cost of capital calculation.

The following underlined language is added to the second bullet of the first full paragraph of the text on page 48 of the Definitive Proxy Statement under the heading “Opinion of RBC Capital Markets, LLC – Certain Additional Information”:

•

publicly available research analysts’ forward stock price targets for Common Stock, which indicated a target stock price range for Common Stock of $13.00 to $15.00 per share (undiscounted) and $11.07 to $12.78 per share (discounted to present value as of August 6, 2021 at the Company’s estimated cost of equity).

The following underlined language and table are added to the first sentence of the third full paragraph of the text on page 52 of the Definitive Proxy Statement under the heading “Opinion of Truist Securities, Inc. – Financial Analyses – Selected Public Companies Analysis”:

Based upon its experience and judgment, and information provided by the Company, the overall low to high for the LTM and the calendar year ending 2021 estimated adjusted EBITDA multiples observed for selected companies were 3.0x to 9.9x (with a mean of 7.0x and a median of 7.6x) and 3.1x to 9.2x (with a mean of 6.9x and a median of 6.9x), respectively, as reflected more fully below:

Selected Companies	EV/LTM Adjusted EBITDA	EV/2021E Adjusted EBITDA
BlueLinx Holdings Inc.	3.0x	3.1x
Ceasarstone Ltd.	4.8x	5.9x
Interface, Inc.	9.3x	9.2x
Quanex Building Products Corporation	6.9x	6.5x
Tecnoglass Inc.	9.9x	9.1x
Hardwoods Distribution Inc	8.2x	7.3x

The following underlined language and table are added to the first sentence of the third paragraph of the text on page 53 of the Definitive Proxy Statement under the heading “Opinion of Truist Securities, Inc. – Financial Analyses – Selected Precedent Transactions Analysis”:

The overall low to high LTM adjusted EBITDA multiples observed for the selected transactions were 6.7x and 12.9x (with a median of 9.1x), as reflected more fully below:

Announcement Date	Acquiror	Target	EV/LTM Adjusted EBITDA
May 2021	An affiliate of Blackstone Inc.	Select Interior Concepts, Inc. - Residential Design Services segment	11.3x
February 2021	Funds managed by Blackstone Inc.	Interior Logic Group Holdings, LLC	11.3x
December 2020	Foundation Building Materials, Inc.	Beacon Roofing Supply, Inc. - Interior products and insulation businesses	11.7x
September 2019	Reece Limited	Todd Pipe & Supply, LLC	7.4x
September 2018	Industrea Acquisition Corp.	Concrete Pumping Holdings, Inc.	8.9x
April 2018	GMS Inc.	WSB Titan	9.2x
March 2018	BlueLinx Corporation	Cedar Creek Holdings, Inc.	6.9x
March 2018	TopBuild Corp.	United Subcontractors, Inc.	10.2x
October 2016	Installed Building Products, Inc.	Trilok Industries, Inc., Alpha Insulation and Waterproofing, Inc., and Alpha Insulation and Waterproofing Company	6.7x
August 2016	ABC Supply Co., Inc.	L&W Supply Corporation	12.9x
August 2016	Foundation Building Materials, Inc.	Superior Plus Corp. - Construction products division (Winroc-SPI)	8.8x
June 2016	An affiliate of Hardwoods Distribution Inc.	Rugby Acquisition, LLC - Rugby Architectural Building Products	8.6x

The following underlined language is added to the second and third sentences of the paragraph of the text beginning at the bottom of page 53 and concluding at the top of page 54 of the Definitive Proxy Statement under the heading “Opinion of Truist Securities, Inc. – Financial Analyses – Discounted Cash Flow Analysis”:

Truist Securities applied perpetuity growth rates ranging from 1.0% to 3.0%, taking into account its experience and professional judgment and factors such as financial projections and estimates of the Company’s management, including management’s long-term growth expectations for the industry and markets in which the Company operates and trends in the overall economy generally, to the year 2025 estimated unlevered free cash flow of the Company to calculate the terminal values of the Company. The net present values of the projected unlevered free cash flows and terminal values of the Company were then calculated using discount rates ranging from 10.7% to 11.6%, taking into account Truist Securities’ experience and professional judgment and an estimate of the Company’s weighted average cost of capital, which took into account, among other factors, the impact of estimated cost of equity, cost of debt, tax rates and capital structure.

The following underlined language is added as a new last sentence to the second full paragraph of the text on page 54 of the Definitive Proxy Statement under the heading “Opinion of Truist Securities, Inc. – Miscellaneous”:

Truist Securities and certain of its affiliates in the future may also provide investment banking, commercial banking and/or financial advisory services unrelated to the Merger to Sun and/or certain of its affiliates and portfolio companies, for which services Truist Securities and its affiliates may receive compensation.

The following underlined language is added under the headings “Litigation Related to the Merger” on pages 14 and 62 of the Definitive Proxy Statement:

As of the date of this proxy statement, no stockholder litigation related to the Merger Agreement has been brought against SIC or any members of the SIC Board.

Subsequent to the mailing of the Definitive Proxy Statement, six complaints related to the Merger Agreement were filed: Finger v. Select Interior Concepts, Inc., et al., No. 1:21-cv-04047 (N.D. Ga.); Harding v. Select Interior Concepts, Inc., et al., No. 1:21-cv-08119 (S.D.N.Y.); Jones v. Select Interior Concepts, Inc., et al., No. 1:21-cv-08138 (S.D.N.Y.); O’Neill v. Select Interior Concepts, Inc. et al., No. 1:21-cv-01400 (D. Del.); Romero v. Select Interior Concepts, Inc., et al., No. 1:21-cv-05539 (E.D.N.Y.); Whitfield v. Select Interior Concepts, Inc., No. 2:21-cv-04329 (E.D. Pa.). The complaints are brought by purported putative stockholders against SIC and members of the SIC Board. Among other things, the complaints allege that the Definitive Proxy Statement omits and/or misrepresents material information regarding the Merger in violation of the Exchange Act and the rules and regulations promulgated thereunder. The plaintiffs in these cases seek various forms of relief, including unspecified monetary damages, legal fees, and injunctive relief enjoining consummation of the Merger.

The defendants, including SIC and the SIC Board, believe that the claims asserted in these lawsuits are without merit. Nonetheless, the outcome of these lawsuits cannot be predicted with any certainty.

Cautionary Forward-Looking Statements

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: To the extent any statements made in this report contain information that is not historical, these statements are essentially forward-looking and are subject to risks and uncertainties, including the difficulty of predicting future results, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in the Company’s filings with the SEC. The matters discussed in this report may also involve risks and uncertainties concerning the Company’s services described in the Company’s filings with the SEC. In particular, see the risk factors described in the Company’s most recent Form 10-K and Form 10-Q. Additional factors may include the effect of the announcement of the Merger and related transactions on the Company’s business relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, and the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee to Parent; the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement; and the failure to satisfy conditions to completion of the Merger, including the receipt of all required regulatory clearances related to the Merger. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the Company’s ongoing obligations to disclose material information as required by the federal securities laws, the Company does not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

Additional Information and Where to Find It

InThis ~~connection~~communication ~~with~~may ~~the Merger, the Company will prepare a proxy statement to~~ be ~~filed~~deemed ~~with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed~~ to the stockholders of the Company. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Company stockholders will be ~~able~~solicitation tomaterial ~~obtain,~~in ~~without~~respect ~~charge, a copy~~ of the ~~proxy~~proposed ~~statement~~acquisition ~~(when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Copies~~ of ~~the~~SIC ~~documents filed with the SEC~~ by ~~the Company will be available free of charge on the Company’s website at www~~Parent.~~selectinteriorconcepts.com or by contacting the Company’s Investor Relations Department by email at ir@sicinc.com at or by phone at (470) 548-7370.~~

In connection with the Merger, SIC has filed a definitive proxy statement (and any amendments or supplements thereto) with the SEC. SIC’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. SIC stockholders may obtain a free copy of the proxy statement and any other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. In addition, SIC stockholders are able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by SIC are available free of charge on SIC’s website at www.selectinteriorconcepts.com or by contacting SIC’s Investor Relations Department by email at ir@sicinc.com at or by phone at (470) 548-7370.

Participants in the Solicitation

~~The~~SIC ~~Company~~and its directors, executive officers and other members of its management and employees as well as Sun and its directors and officers may be deemed to be participants in the solicitation of proxies ~~from the Company’s stockholders~~ with respect to the Merger. Information about ~~the Company~~SIC’s directors and ~~executive~~ officers and their ownership of ~~the Company~~SIC’s common stock is set forth in the proxy statement. Stockholders ~~for~~may ~~the~~obtain ~~Company’s~~additional ~~2021~~information ~~Annual~~regarding ~~Meeting~~the ofdirect ~~Stockholders,~~and ~~which~~indirect ~~was~~interests ~~filed~~of ~~with~~ the ~~SEC~~participants onin ~~April~~the ~~29,~~solicitation ~~2021.~~of ~~Stockholders~~proxies ~~may~~in ~~obtain~~connection ~~additional~~with ~~information~~the ~~regarding~~Merger, including the interests of ~~the~~SIC’s ~~Company and its~~ directors and executive officers in the Merger, which may be different than those of ~~the~~SIC ~~Company’s~~ stockholders generally, by reading the proxy statement, which was filed with the SEC on September 15, 2021, and other ~~relevant~~materials ~~documents~~relating ~~regarding~~to the Merger, ~~when~~ filed with the SEC. Investors should read such materials carefully before making any voting or investment decision.

Item 7.01 Regulation FD Disclosure.

On August 9, 2021, the Company issued a press release announcing that it had entered into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information, including Exhibit 99.1 attached hereto, in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference

into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Merger Agreement, dated August 8, 2021, by and among Select Interior Concepts, Inc., Astro Stone Intermediate Holding, LLC and Astro Stone Merger Sub, Inc.
10.1		Voting Agreement, dated August 8, 2021, by and among Astro Stone Intermediate Holding, LLC, Select Interior Concepts, Inc., and the stockholders of Select Interior Concepts, Inc. listed on Schedule A and the signature pages thereto.
10.2		Voting Agreement, dated August 8, 2021, by and among Astro Stone Intermediate Holding, LLC, Select Interior Concepts, Inc., and the stockholders of Select Interior Concepts, Inc. listed on Schedule A and the signature pages thereto.
99.1		Press Release dated August 9, 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.

Date: August 9, 2021		SELECT INTERIOR CONCEPTS, INC.
Date: October 13, 2021	SELECT INTERIOR CONCEPTS, INC.
	By:	~~By:~~/s/ L.W. Varner, Jr.	~~/s/ L.W. Varner, Jr.~~
		Name: L.W. Varner, Jr.	~~Name: L.W. Varner, Jr.~~
		Title: Chief Executive Officer	~~Title: Chief Executive Officer~~

Filing Compare · Select Interior Concepts, Inc.