LIVE VENTURES Inc (LIVE): M&A transaction — Live Ventures acquires Flooring Liquidators for $84M; expects ~$125M annual revenue boost

LIVE VENTURES Inc

Acquisition price $84M ($83.8M net) paid with $41.4M cash, $34M note, 116,441 shares (3.78% dilution), and $2M additional consideration.
Expected to add ~$125M annual revenue (~50% increase); retains all 625 employees and existing management led by founder Steve Kellogg.
Financed partly via $5M note from CEO Jon Isaac's entity ICG (12% interest, $100K fee) and $1M note from subsidiary CEO Rodney Spriggs (12% interest).
Eclipse Business Capital provides $3.5M term loan and $25M revolving credit facility; covenants include minimum $750K excess availability and $2M capex cap.

item 1.01 item 2.01 item 2.03 item 3.02 item 8.01 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

LIVE VENTURES Inc incurred term loan of approximately $3.5 million with Eclipse Business Capital LLC at equal to the greater of: i) 6.0% plus the Adjusted Term SOFR, and ii) 5.0% plus.

Instrument: term loan
Principal: approximately $3.5 million
Counterparty: Eclipse Business Capital LLC
Rate: equal to the greater of: i) 6.0% plus the Adjusted Term SOFR, and ii) 5.0% plus
Event: incurrence

Exact text from the filing

the Lenders are providing a term loan in the amount of approximately $3.5 million (the “M&E Term Loan”)

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

LIVE VENTURES Inc incurred revolving credit of $25.0 million with Eclipse Business Capital LLC at greater of: i) 4.5% plus the Adjusted Term SOFR, and ii) 3.5% plus the Base Rate.

Instrument: revolving credit
Principal: $25.0 million
Counterparty: Eclipse Business Capital LLC
Rate: greater of: i) 4.5% plus the Adjusted Term SOFR, and ii) 3.5% plus the Base Rate
Event: incurrence

Exact text from the filing

The Loan and Security Agreement provides for a maximum amount available under the revolving loans (the “Revolving Credit Facility”) of $25.0 million (the “Maximum Revolving Facility Amount”)

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

LIVE VENTURES Inc completed an acquisition involving Stephen J. Kellogg, as the Seller Representative of the equityholders of the Acquired Companies and individually in his capacity as an equityholder of the Acquired Companies, and the other equityholders of the Acquired Companies for $85.0 million (closed 2023-01-18).

Action: acquisition
Counterparty: Stephen J. Kellogg, as the Seller Representative of the equityholders of the Acquired Companies and individually in his capacity as an equityholder of the Acquired Companies, and the other equityholders of the Acquired Companies
Consideration: $85.0 million
Closing: 2023-01-18

Exact text from the filing

the “Seller Representative”), and the other equityholders of the Acquired Companies (collectively with Kellogg, the “Sellers”). The purchase price for the Equity Interests was $85.0 million less Estimated Indebtedness (other than Repaid Indebtedness), Estimated Selling Expenses (inclusive of $1.2 million of transaction bonuses which are deemed to be assumed

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIVE VENTURES Inc entered into Purchase Agreement with Stephen J. Kellogg, as the Seller Representative, and the other equityholders of the Acquired Companies (the "Sellers") valued at $85.0 million (effective 2023-01-18).

Action: entry
Agreement: asset purchase
Counterparty: Stephen J. Kellogg, as the Seller Representative, and the other equityholders of the Acquired Companies (the "Sellers")
Value: $85.0 million
Effective: 2023-01-18

Exact text from the filing

The Acquisition was pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with an effective date of January 18, 2023 (the “Effective Date”) by and among the Company (solely for the purposes of Section 3.4 thereof), Buyer, Stephen J. Kellogg, as the Seller Representative of the equityholders of the Acquired Companies and individually in his capacity as an equityholder of the Acquired Companies (“Kellogg” or the “Seller Representative”), and the other equityholders of the Acquired Companies (collectively with Kellogg, the “Sellers”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIVE VENTURES Inc entered into Note with the Kellogg Trusts valued at $34.0 million (effective 2023-01-18).

Action: entry
Counterparty: the Kellogg Trusts
Value: $34.0 million
Effective: 2023-01-18

Exact text from the filing

On the Effective Date, pursuant to the Purchase Agreement, Buyer issued the Note to the Kellogg Trusts for $34.0 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIVE VENTURES Inc entered into ICG Note with Isaac Capital Group LLC valued at $5,000,000 (effective 2023-01-18).

Action: entry
Counterparty: Isaac Capital Group LLC
Value: $5,000,000
Effective: 2023-01-18

Exact text from the filing

On the Effective Date, in order to fund a portion of the Cash Amount, Flooring Affiliated issued a subordinated promissory note (the “ICG Note”) in the amount of $5,000,000 to Isaac Capital Group LLC (“ICG” or “Isaac Capital Group”).

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LIVE VENTURES Inc filing history →

Source: SEC EDGAR

accession 0000950170-23-001094

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