M&A - A-Mark Precious Metals, Inc.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025034431

Filing Summary: On February 28, 2025, A-Mark Precious Metals, Inc. entered into a Twelfth Amendment to its Credit Agreement with various parties, including lenders and CIBC Bank USA as administrative agent, modifying certain requirements. Additionally, on the same date, the company completed the acquisition of Spectrum Group International, Inc. (SGI) according to the Merger Agreement. In this acquisition, shareholders of SGI received $17,648.31 per share, totaling $44,699,970, and 660 shares of A-Mark common stock. A total of 1,671,661 shares were acquired, with 66,876 shares withheld from certain SGI stockholders to address potential indemnification claims. The terms of the acquisition were detailed in a prior Form 8-K filed on February 3, 2025.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000095017025031414

Filing Summary: This Amendment No. 3 to Schedule 13D relates to the common stock of A-Mark Precious Metals, Inc. It reports on transactions involving the personal funds of Gregory N. Roberts, William A. Richardson, and Silver Bow Ventures, LLC following a merger that took place on February 28, 2025. In this merger, Spectrum Group International, Inc. merged with a subsidiary of the Issuer, with SGI common stockholders receiving shares of Issuer Common Stock as partial consideration valued at $27.51 per share. As a result, Mr. Roberts and Mr. Richardson acquired a significant number of Issuer shares along with rights to acquire additional shares under certain conditions related to SGI’s representation and covenants. The document also notes that there are no plans for further actions regarding the Issuer's management by the Reporting Persons, maintaining their interest as investors without further proposals for the Issuer. The beneficial ownership details of the parties are also outlined, indicating their ownership percentages of A-Mark Common Stock.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025012627

Filing Summary: On January 30, 2025, A-Mark Precious Metals, Inc. entered into a merger agreement to acquire Spectrum Group International, Inc. for $92.0 million, consisting of $46.0 million in cash and $46.0 million in common stock. A majority of SGI's board comprises executives from A-Mark, indicating a close relationship between the two companies. The acquisition is contingent upon customary conditions, including financing and lender consents. The main stockholders of SGI will indemnify A-Mark for breaches under the merger agreement, with indemnification obligations limited to certain amounts unless fraud is involved. The SGI Agreement will be filed as an exhibit to A-Mark's Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.

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