8-K
filed February 27, 2023, 6:59 PM ET
CIK 0001281845
M&A
confidence high
sentiment positive
materiality 0.85
Unique Logistics International, Inc.: M&A transaction — Unique Logistics closes acquisition of 10 subsidiaries; expects 40% revenue boost
Unique Logistics International, Inc.
- Total consideration $22.5M–$29.675M, funded via $3.5M cash and $19.5M in promissory notes to seller.
- Acquisition expected to increase revenue by 40% and operating income by ~73% to ~$17M (based on 6-month period).
- Acquired 30 offices in 5 countries (incl. US) plus 9 affiliate offices; subsidiaries in China, HK, India, Taiwan, UK, Vietnam.
- Two subsidiaries (Taiwan, Vietnam) still require regulatory approvals; promissory notes issued with contingent payment terms.
- Related-party transaction: purchased remaining Unique-India shares from CEO's company FTS for $500K promissory note.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.8
Unique Logistics International, Inc. incurred loan of $4,500,000 with Unique Logistics Holdings Limited at Not provided maturing March 7, 2023.
- Instrument
- loan
- Principal
- $4,500,000
- Counterparty
- Unique Logistics Holdings Limited
- Rate
- Not provided
- Maturity
- March 7, 2023
- Event
- incurrence
Exact text from the filing
Promissory Note in the principal amount of $4,500,000 which matures March 7, 2023, having an interest
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Unique Logistics International, Inc. completed an acquisition involving Unique Logistics Holdings Limited for $22,000,000 (closed 2023-02-21).
- Action
- acquisition
- Counterparty
- Unique Logistics Holdings Limited
- Consideration
- $22,000,000
- Closing
- 2023-02-21
Exact text from the filing
ULI (South China) Limited 7,000 Ordinary Shares $ 4,000,000 Unique Logistics International (South China) Limited 630,000 Ordinary Shares $ 5,200,000 Total Consideration: $ 22,000,000 On December 17, 2022, the Company and the Seller entered into Amendment No. 1 to Stock Purchase Agreement (“ Amendment No. 1 ”) pursuant to which the expiration date of the SPA
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Unique Logistics International, Inc. amended Amendment No. 2 with Unique Logistics Holdings Limited (effective 2023-02-21).
- Action
- amendment
- Agreement
- asset purchase
- Counterparty
- Unique Logistics Holdings Limited
- Effective
- 2023-02-21
Exact text from the filing
On February 21, 2023, the Company and the Seller entered into Amendment No. 2 to Stock Purchase Agreement (" Amendment No. 2 "), pursuant to which the Company and the Seller agreed to restructure the initial purchase price payable by the Company at Closing of the Transaction (the " Initial Purchase Price ") under the SPA and to reallocate portions of the Initial Purchase Price payable by the Company for the Purchased Shares of Unique-Vietnam (the " Vietnam Shares ") and the Purchased Shares of Unique-South China ("the South China Shares ").
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Unique Logistics International, Inc. amended Local SPA Amendments with Unique Logistics Holdings Limited.
- Action
- amendment
- Agreement
- asset purchase
- Counterparty
- Unique Logistics Holdings Limited
Exact text from the filing
In addition to Amendment No. 2, the Company and the Seller entered into an amendment of each of the Local SPAs to be consistent with revisions to the Transaction provided for in Amendments Nos. 1 and 2 (collectively, the “ Local SPA Amendments ”).
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