STAR EQUITY HOLDINGS, INC.: M&A transaction — Star Equity acquires Alliance Drilling Tools for $12.65M EV; preliminary Q4 2024 revenue $17.1M

STAR EQUITY HOLDINGS, INC.

Acquired Alliance Drilling Tools for $12.65M EV (cash-free, debt-free); paid $4.9M cash and 775,000 Series A preferred shares ($7.75M liquidation value).
ADT generated ~$10.5M revenue, 48% gross margin, $2.4M Adjusted EBITDA for FY2024; serves oil/gas, geothermal, mining, water-well industries.
Preliminary Q4 2024 revenue $17.1M (vs $14.1M Q4 2023), gross profit $4.4M, non-GAAP adj. EBITDA $1.1M (vs -$0.1M).
KBS Builders signed two contracts totaling $5.2M for modular housing units in Maine; deliveries begin Q1/Q3 2025.
Financing includes $3M line of credit and $639k term loan from Austin Financial Services, maturing March 2028.

item 1.01 item 2.02 item 7.01 item 2.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

STAR EQUITY HOLDINGS, INC. incurred revolving credit of up to $3,000,000 with Austin Financial Services, Inc. at prime rate plus 1.75% maturing March 4, 2028.

Instrument: revolving credit
Principal: up to $3,000,000
Counterparty: Austin Financial Services, Inc.
Rate: prime rate plus 1.75%
Maturity: March 4, 2028
Event: incurrence

Exact text from the filing

providing the Borrower with a working capital line of credit of up to $3,000,000 and a term loan of $639,000, subject to the conditions and procedures set forth in the Austin Loan Agreement.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

STAR EQUITY HOLDINGS, INC. incurred term loan of $639,000 with Austin Financial Services, Inc. at prime rate plus 1.75% maturing March 4, 2028.

Instrument: term loan
Principal: $639,000
Counterparty: Austin Financial Services, Inc.
Rate: prime rate plus 1.75%
Maturity: March 4, 2028
Event: incurrence

Exact text from the filing

providing the Borrower with a working capital line of credit of up to $3,000,000 and a term loan of $639,000, subject to the conditions and procedures set forth in the Austin Loan Agreement.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

STAR EQUITY HOLDINGS, INC. completed an acquisition involving Alliance Drilling Tools, LLC for aggregate consideration of (i) $4,900,000 (the "Cash Consideration") and (ii) issue 775,000.00 shares (the "Stock Consideration") of the Company’s 10% Series A (closed 2025-03-03).

Action: acquisition
Counterparty: Alliance Drilling Tools, LLC
Consideration: aggregate consideration of (i) $4,900,000 (the "Cash Consideration") and (ii) issue 775,000.00 shares (the "Stock Consideration") of the Company’s 10% Series A
Closing: 2025-03-03

Exact text from the filing

Company shall become a wholly owned subsidiary of the Company. In connection with the closing of the transaction, the Company will pay the Sellers aggregate consideration of (i) $4,900,000 (the “Cash Consideration”) and (ii) issue 775,000.00 shares (the “Stock Consideration”) of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per

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Source: SEC EDGAR

accession 0000707388-25-000025

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