1847 Holdings LLC (LBRA): M&A transaction — 1847 Holdings closes acquisition of ICU Eyewear for $4M cash plus $500K notes

1847 Holdings LLC

Merger completed Feb 9, 2023; consideration: $4M cash (net of debt/expenses) and $500K in 6% subordinated promissory notes due Feb 2024.
Entered $5M revolving loan with GemCap; initial $2.06M advance used to repay ICU debt and fees; interest at Prime+8% or 15% floor.
Issued $2.56M in 12% notes and warrants to two accredited investors; net proceeds of $2.3M used for purchase price; monthly payments start May 2023.
Management services agreement with 1847 Partners LLC: quarterly fee of greater of $75K or 2% of adjusted net assets, subject to caps.
Financial statements of ICU Eyewear to be filed by amendment within 71 days.

item 1.01 item 2.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

1847 Holdings LLC completed an acquisition involving ICU Eyewear Holdings Inc. for $4,000,000 in cash and $500,000 in promissory notes (closed 2023-02-09).

Action: acquisition
Counterparty: ICU Eyewear Holdings Inc.
Consideration: $4,000,000 in cash and $500,000 in promissory notes
Closing: 2023-02-09

Exact text from the filing

as a wholly owned subsidiary of 1847 ICU (the “ Merger ”). The merger consideration paid by 1847 ICU to the stockholders of ICU Eyewear (the “ Stockholders ”) consists of (i) $4,000,000 in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000 (the “

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

1847 Holdings LLC amended First Amendment to Agreement and Plan of Merger with ICU Eyewear Holdings Inc. and San Francisco Equity Partners (effective 2023-02-09).

Action: amendment
Agreement: merger
Counterparty: ICU Eyewear Holdings Inc. and San Francisco Equity Partners
Effective: 2023-02-09

Exact text from the filing

On February 9, 2023, the parties entered into a first amendment to agreement and plan of merger to amend certain terms of the agreement and plan of merger.

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1847 Holdings LLC filing history →

Source: SEC EDGAR

accession 0001213900-23-010499

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