BGSF, INC. (BGSF): M&A transaction — BGSF acquires Horn Solutions for $42.7M; funds via cash, stock, and $40M term loan

BGSF, INC.

Purchase price $42.659M: $33.94M cash, $3.351M stock (254,455 shares), $4.368M convertible note at 6%.
Horn Solutions had unaudited revenue of ~$30M for trailing twelve months ending Sep 2022.
New $40M term loan with BMO Harris Bank (maturing July 2024) used to fund cash portion.
Two-year convertible promissory note of $4.368M at 6% interest (conversion price $17.12 per share).
$1M cash held back for post-closing price adjustment (expected March 2023).

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 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

BGSF, INC. incurred term loan of $40 million with BMO Harris Bank N.A. (as lead administrative agent), Citibank, N.A., and Independent Bank at Base Rate plus the Applicable Margin or Adjusted Term SOFR plus the Applicable M maturing July 16, 2024.

Instrument: term loan
Principal: $40 million
Counterparty: BMO Harris Bank N.A. (as lead administrative agent), Citibank, N.A., and Independent Bank
Rate: Base Rate plus the Applicable Margin or Adjusted Term SOFR plus the Applicable M
Maturity: July 16, 2024
Event: incurrence

Exact text from the filing

In connection with the acquisition of the assets of Horn Solutions described above, on December 12, 2022, the Company entered into a Second Amendment to the Credit Agreement (the “Credit Agreement”) with BMO Harris Bank N.A. (“BMO”), as lead administrative agent, lender, letters of credit issuer, and swing line lender, Citibank, N.A., and Independent Bank, providing for a new $40 million term loan maturing July 16, 2024 (the “Term Loan”) (the initial Term Loan of $30 million having been paid in full). The Term Loan bears interest either at the Base Rate plus the Applicable Margin or Adjusted Term SOFR plus the Applicable Margin (as such terms are defined in the Credit Agreement), with 2.5% of the original principal balance payable on the last business day of each quarter, beginning on March 31, 2023.

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

BGSF, INC. completed an acquisition involving Horn Solutions, Inc. and Horn Solutions Dallas, LLC for $42.659 million (closed 2022-12-12).

Action: acquisition
Counterparty: Horn Solutions, Inc. and Horn Solutions Dallas, LLC
Consideration: $42.659 million
Closing: 2022-12-12

Exact text from the filing

Horn Solutions also offers support services in consulting, loan staff for projects, interim and staff augmentation, direct hire and managed services. The purchase price of $42.659 million was paid at closing with $33.940 million in cash and $3.351 million of our common stock (254,455 shares of our common stock privately placed under Section 4(a)(2) of the

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102 debt financings filed in the last 30 days. Browse all debt financings →

BGSF, INC. filing history →

Source: SEC EDGAR

accession 0001474903-22-000094

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