Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Freedom Holding Corp. entered into Membership Interest Purchase Agreement with Maxim Partners LLC, MJR Holdings, Inc., Wallace LLC and Michael Rabinowitz valued at $168 million in cash (the "Closing Cash Consideration") and $112 million in Exchangeable Units (effective 2023-02-15).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Maxim Partners LLC, MJR Holdings, Inc., Wallace LLC and Michael Rabinowitz
- Value
- $168 million in cash (the "Closing Cash Consideration") and $112 million in Exchangeable Units
- Effective
- 2023-02-15
Exact text from the filing
On February 15, 2023, Freedom Holding Corp. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maxim Partners LLC (“Partners”), MJR Holdings, Inc. (“MJR Corp.” and, together with Partners, the “Sellers”), Wallace LLC and Michael Rabinowitz as the sellers’ representative for the indirect purchase by the Company of interests in Maxim Group LLC, a leading full-service investment bank, securities, and wealth management firm headquartered in New York (“Maxim”) and its registered investment advisory affiliate Maxim Financial Advisors LLC (“MFA”) . The transaction is intended to be an “Up-C” structure. Pursuant to the Purchase Agreement, (a) the Sellers will create a new holding limited liability company (“Newco”) and contribute all of the membership interests in Maxim and MFA to Newco (such that MFA and Maxim are wholly-owned subsidiaries of Newco) in exchange for membership interests in Newco; (b) the Company will purchase a majority and co
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