LIVE VENTURES Inc (LIVE): M&A transaction — Live Ventures acquires Precision Metal Works for ~$28M; adds $75M revenue stream

LIVE VENTURES Inc

Total consideration ~$28M: $25M cash plus up to $3M earn-out; no stock issued.
PMW has ~$75M annual revenue, 250 employees, and operates 400,000 sq ft in Kentucky.
Acquisition funded via $9.4M revolving loan, $4.95M equipment loan from Fifth Third, and $2.5M seller notes.
Two industrial properties sold and leased back for $14.5M with 20-year terms, 2% annual rent escalations.
Expected to be immediately accretive to earnings; existing management retained.

item 1.01 item 2.03 item 2.01 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 an aggregate amount advanced not to exceed $2.75 million with Fifth Third Bank, National Association at Reference Rate plus 50 basis points for Capital Expenditure Term Loans.

Instrument: term loan
Principal: an aggregate amount advanced not to exceed $2.75 million
Counterparty: Fifth Third Bank, National Association
Rate: Reference Rate plus 50 basis points for Capital Expenditure Term Loans
Event: incurrence

Exact text from the filing

(ii) Capital Expenditure Term Loans (as defined in the Credit Agreement) from time to time prior to the expiration of the Draw Period (as defined in the Credit Agreement) in an aggregate amount advanced not to exceed $2.75 million

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

LIVE VENTURES Inc incurred term loan of $4.952 million with Fifth Third Bank, National Association at Reference Rate plus 50 basis points for Machinery & Equipment Term Loan.

Instrument: term loan
Principal: $4.952 million
Counterparty: Fifth Third Bank, National Association
Rate: Reference Rate plus 50 basis points for Machinery & Equipment Term Loan
Event: incurrence

Exact text from the filing

In addition to the Revolving Loan facility, the Credit Agreement also provides for (i) a Machinery & Equipment Term Loan (as defined in the Credit Agreement) in an amount equal to $4.952 million, all of which was loaned at Closing

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

LIVE VENTURES Inc incurred senior notes of $2.5 million in aggregate principal amount of Subordinated Secured Promissory Notes at 8.00% per annum maturing July 18, 2028.

Instrument: senior notes
Principal: $2.5 million in aggregate principal amount of Subordinated Secured Promissory Notes
Rate: 8.00% per annum
Maturity: July 18, 2028
Event: incurrence

Exact text from the filing

$2.5 million in aggregate principal amount (the “Note Amount”) of Subordinated Secured Promissory Notes (the “Notes”) in favor of Sellers

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

LIVE VENTURES Inc incurred credit facility of maximum amount available for the Revolving Loans of $15 million with Fifth Third Bank, National Association at Reference Rate plus the Applicable Margin: Reference Rate means the greater of ( maturing July 19, 2026.

Instrument: credit facility
Principal: maximum amount available for the Revolving Loans of $15 million
Counterparty: Fifth Third Bank, National Association
Rate: Reference Rate plus the Applicable Margin: Reference Rate means the greater of (
Maturity: July 19, 2026
Event: incurrence

Exact text from the filing

Subject to the terms and conditions of the Credit Agreement, on the Closing Date, the Lender made a revolving loan of approximately $9.40 million (the “Initial Revolving Loan”) and, from time to time prior to July 19, 2026 (the “Maturity Date”), at the Borrower’s request, will make additional revolving loans (together with the Initial Revolving Loan, the “Revolving Loans”) and letters of credit available to the Borrowers. The Credit Agreement provides for a maximum amount available for the Revolving Loans (the “Revolving Credit Facility”) of $15 million (the “Maximum Revolving Loan Limit”)

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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 Precision Metal Works, Inc. for $25.0 million (closed 2023-07-20).

Action: acquisition
Counterparty: Precision Metal Works, Inc.
Consideration: $25.0 million
Closing: 2023-07-20

Exact text from the filing

(collectively, the “Sellers”), and, solely with respect to Section 5.09 thereof, Richard Stanley and John Locke. The aggregate purchase price for the Equity Interests was $25.0 million plus the Closing Cash, minus outstanding Indebtedness and minus unpaid Transaction Expenses (as such terms are defined in the Purchase Agreement), subject to certain adjustments

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

LIVE VENTURES Inc entered into Stock Purchase Agreement with trustees of The Richard Stanley Family Trust and The John Locke Family Trust valued at $25.0 million (effective 2023-07-19).

Action: entry
Agreement: asset purchase
Counterparty: trustees of The Richard Stanley Family Trust and The John Locke Family Trust
Value: $25.0 million
Effective: 2023-07-19

Exact text from the filing

On July 20, 2023, Live Ventures Incorporated, a Nevada corporation (“Registrant” or “Parent”), through its wholly-owned subsidiary, PMW Affiliated Holdings, LLC, a Delaware limited liability company (“PMW Affiliated” or “Buyer”), acquired 100% of the issued and outstanding equity interests (the “Equity Interests”) of Precision Metal Works, Inc., a Kentucky corporation formerly known as Nth HOLDING, Ltd and successor to a Kentucky-based metal stamping and value-added manufacturing company formerly also known as Precision Metal Works, Inc. (“PMW” or the “Acquired Company” and such acquisition, the “Acquisition”). The Acquisition was pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated as of July 19, 2023, with a closing date of July 20, 2023 (the “Effective Date”) by and among, Buyer, the trustees of each of The Richard Stanley Family Trust and The John Locke Family Trust, (being the only stockholders of the Acquired Company) (collectively, the “Sellers”), and, solely

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LIVE VENTURES Inc filing history →

Source: SEC EDGAR

accession 0001628280-23-025729

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