M&A - BARNWELL INDUSTRIES INC

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125009726

Filing Summary: On March 14, 2025, Barnwell Industries, Inc. (BII) and its subsidiary Barnwell of Canada, Limited, executed a Stock Purchase Agreement with buyers Denise Miyasato, Chad Arima, and Eric Elred for the acquisition of Water Resources International, Inc. (WRI). The total purchase price for the acquisition was set at $1,050,000, consisting of an immediate cash payment of $250,000 and a promissory note for $800,000. The promissory note will require principal payments in installments over several months, secured by certain assets of WRI. Notably, the sellers will retain responsibility for certain liabilities of WRI, termed Excluded Liabilities, which include various obligations, litigation claims, and professional fees. The agreement also includes typical sellers' and buyers' representations and warranties, indemnity clauses, and a five-year non-competition agreement related to the business of WRI. The transaction officially closed on the date of the agreement, and its financial details are corroborated with pro forma financial statements filed as part of the current report. This significant acquisition is aimed at enhancing BII's operations in groundwater resources.

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