Vivakor signs $120M deal to acquire Endeavor entities from CEO-affiliated sellers

Vivakor, Inc.

Purchase price $120M: common stock at $1/share (up to 19.99% of pre-deal shares) plus Series A 6% cumulative convertible preferred.
Earn-out: if 2024 EBITDA exceeds $12M, additional $49M in preferred; if below, up to $49M preferred returned to Vivakor.
Sellers are affiliates of CEO/Chairman James Ballengee, who recused himself from the board vote.
Acquired: Endeavor Crude (oil trucking, 132 tractors), Meridian Leasing, Equipment Transport, Silver Fuels (injection stations), CPE MidCon (40-mi pipeline).
Closing due by June 30, 2024, subject to fairness opinion, HSR approval, audited financials, and other conditions.

Key facts

Extracted from this filing and checked against the source text.

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

Vivakor, Inc. entered into Membership Interest Purchase Agreement with Jorgan Development, LLC and JBAH Holdings, LLC valued at $120 million (effective 2024-03-21).

Action: entry
Agreement: asset purchase
Counterparty: Jorgan Development, LLC and JBAH Holdings, LLC
Value: $120 million
Effective: 2024-03-21

Exact text from the filing

Vivakor, Inc., (the “Company” or “Purchaser”) entered into a Membership Interest Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 (the “MIPA”) and incorporated by reference herein, with Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”)

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Vivakor, Inc. filing history →

Source: SEC EDGAR

accession 0001829126-24-001850

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