---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-080345"
form_type: "8-K"
ticker: null
cik: "0001426506"
company_name: "SMG Industries Inc."
filed_at: "2023-07-12T23:59:59+00:00"
generated_at: "2026-06-13T09:23:16.301720+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# SMG Industries acquires Barnhart Transportation for $26M cash plus equity; appoints new CEO/CFO

## Summary
- Acquired Barnhart Transportation group for $26M cash, $3M promissory note, 77M shares of common, and 500 shares Series C Preferred.
- New $31.7M term loan with Great Rock and $25M ABL facility with JPMorgan; converted $23.2M promissory notes into 141.8M shares.
- Appointed Bryan Barnhart as CEO and Timothy Barnhart as CFO; prior CEO Matthew Flemming became Business Development Officer.
- Authorized shares increased from 250M to 500M; Series C Preferred issued with 5% dividend, convertible at $0.25/share.

## SEC filing metadata
- accession: 0001104659-23-080345
- form_type: 8-K
- cik: 0001426506
- company_name: SMG Industries Inc.
- filed_at: 2023-07-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.03, 2.01, 3.02, 3.03, 5.03, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/tm2320906d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-080345
- JSON: https://secwatch.observer/filing/0001104659-23-080345.json
- Plain text: https://secwatch.observer/filing/0001104659-23-080345.txt

## Key facts
- Debt Financings
  SMG Industries Inc. incurred term loan of $31.7 million term loan with Great Rock Capital Partners Management, LLC at Term SOFR Rate (as defined in the Term Loan Credit Agreement) plus a margin of 6.
  - Instrument: term loan
  - Principal: $31.7 million term loan
  - Counterparty: Great Rock Capital Partners Management, LLC
  - Rate: Term SOFR Rate (as defined in the Term Loan Credit Agreement) plus a margin of 6
  - Event: incurrence
  source text: On July 7, 2023, the Company, 5J Trucking, LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Logistics Services LLC, 5J Driveaway LLC and, upon the consummation of the Acquisition, the Barnhart Companies (collectively, the “Borrowers”) entered into a Credit Agreement (the “Term Loan Credit Agreement”) among the Borrowers, the other loan parties party thereto from time to time, the lenders party thereto from time to time and Great Rock Capital Partners Management, LLC (“Great Rock”), as the administrative agent. The Term Loan Credit Agreement provides for a $31.7 million term loan (the “Term Loan”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Debt Financings
  SMG Industries Inc. incurred revolving credit of $25.0 million revolving credit agreement with JPMorgan Chase Bank, N.A. at a floating rate elected by the Borrowers (which includes a base rate, Term SOFR maturing July 7, 2026.
  - Instrument: revolving credit
  - Principal: $25.0 million revolving credit agreement
  - Counterparty: JPMorgan Chase Bank, N.A.
  - Rate: a floating rate elected by the Borrowers (which includes a base rate, Term SOFR
  - Maturity: July 7, 2026
  - Event: incurrence
  source text: Also on July 7, 2023, the Borrowers entered into a Credit Agreement (the “ABL Credit Agreement” and, collectively with the Term Loan Credit Agreement, the “Credit Agreements”) among the Borrowers, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. (“JPMorgan”), as the administrative agent. The ABL Credit Agreement provides for a $25.0 million revolving credit agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Executive change
  Bryan was elected as Director at SMG Industries Inc..
  - Action: elected
  - Role: Director
  source text: the Company increased the size of the Board from seven directors to nine directors and elected Bryan and Tim, effective immediately, to fill the vacancies created by the increase in the size of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Executive change
  Tim was appointed as Chief Financial Officer at SMG Industries Inc..
  - Action: appointed
  - Role: Chief Financial Officer
  source text: Effective July 7, 2023, the Board appointed Bryan, age 45, as Chief Executive Officer and Tim, age 47, as Chief Financial Officer of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Executive change
  Matthew C. Flemming changed role as Business Development Officer at SMG Industries Inc..
  - Action: transitioned to
  - Role: Business Development Officer
  source text: Mr. Flemming will continue as chair of the Board and will transition to the role of Business Development Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Executive change
  Bryan was appointed as Chief Executive Officer at SMG Industries Inc..
  - Action: appointed
  - Role: Chief Executive Officer
  source text: Effective July 7, 2023, the Board appointed Bryan, age 45, as Chief Executive Officer and Tim, age 47, as Chief Financial Officer of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Executive change
  Tim was elected as Director at SMG Industries Inc..
  - Action: elected
  - Role: Director
  source text: the Company increased the size of the Board from seven directors to nine directors and elected Bryan and Tim, effective immediately, to fill the vacancies created by the increase in the size of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Governance Changes
  SMG Industries Inc.: Increased authorized shares of Common Stock from 250,000,000 to 500,000,000 (effective 2023-07-06).
  - Change: charter amendment
  - Effective: 2023-07-06
  source text: the Company’s stockholders previously approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 250,000,000 to 500,000,000 (the “Charter Amendment”). The Charter Amendment became effective on July 6, 2023 upon filing of a Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Governance Changes
  SMG Industries Inc.: Filed Certificate of Designation for 5% Series C Convertible Preferred Stock (effective 2023-07-06).
  - Change: charter amendment
  - Effective: 2023-07-06
  source text: On July 6, 2023, the Company also filed a Certificate of Designation of Preferences, Rights and Limitations of 5% Series C Convertible Preferred Stock with the Secretary of State of Delaware, effective as of the time of filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- M&A Transactions
  SMG Industries Inc. completed an acquisition involving Bryan S. Barnhart, Timothy W. Barnhart, and Timothy W. Barnhart as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust for (i) $26.0 million in cash, subject to customary net working capital, cash, indebtedness, and transaction expense adjustments, less $3.0 million for Indemnificat (closed 2023-07-07).
  - Action: acquisition
  - Counterparty: Bryan S. Barnhart, Timothy W. Barnhart, and Timothy W. Barnhart as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust
  - Consideration: (i) $26.0 million in cash, subject to customary net working capital, cash, indebtedness, and transaction expense adjustments, less $3.0 million for Indemnificat
  - Closing: 2023-07-07
  source text: for Legend, which became a direct and wholly owned subsidiary of Skyline Holding. The Company paid a purchase price (the “Purchase Price”) for the Acquisition consisting of (i) $26.0 million in cash, subject to customary net working capital, cash, indebtedness, and transaction expense adjustments, less (A) $3.0 million for the Indemnification Escrow Amount (as
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Material Agreements
  SMG Industries Inc. entered into Securities Purchase Agreement with Steven H. Madden valued at $5.0 million (effective 2023-07-07).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Steven H. Madden
  - Value: $5.0 million
  - Effective: 2023-07-07
  source text: On July 7, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Steven H. Madden, a director and the Company’s Chief Transition Officer. The SPA provides for the sale of up to an aggregate of 1,500 shares (“Shares”) of Series C Preferred Stock, at a price of $10,000 per share. Mr. Madden purchased 500 Shares for aggregate gross proceeds to the Company of $5.0 million (the “Private Placement”), while the remaining 1,000 Shares may be issued and sold in one or more subsequent closings on or before August 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm
- Material Agreements
  SMG Industries Inc. entered into Transaction Agreement with Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and certain affiliates valued at $26.0 million in cash (effective 2023-07-07).
  - Action: entry
  - Agreement: merger
  - Counterparty: Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and certain affiliates
  - Value: $26.0 million in cash
  - Effective: 2023-07-07
  source text: On July 7, 2023, SMG Industries Inc. (the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with Bryan S. Barnhart (“Bryan”), Timothy W. Barnhart (“Tim”), Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust (the “Trust,” and collectively with Bryan and Tim, the “Sellers”) and certain affiliates, pursuant to which the Company agreed to acquire (the “Acquisition”) from the Sellers, either directly or by merger, all of the membership interests of: (i) Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company (“Fleet”), (ii) Barnhart Transportation, LLC, a Pennsylvania limited liability company (“Transportation”), (iii) Lake Shore Global Solutions LLC, a Pennsylvania limited liability company (“Global”), (iv) Lake Shore Logistics, LLC, a Pennsylvania limited liability company (“Logistics”), (v) Legend Equipment Leasing, LLC, a Pennsylvania limited liability company (“Legend”), and (vi) Route 20 Tank Wash LLC, a Penns
  evidence_url: https://www.sec.gov/Archives/edgar/data/1426506/000110465923080345/0001104659-23-080345-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.