M&A - KIRKLAND'S, INC

Form Type: 10-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025062753

Filing Summary: Kirkland's, Inc. has embarked on a strategic partnership with Beyond, Inc. as of October 21, 2024, to drive sustainable growth and value. This partnership includes a $17 million term loan credit agreement, an $8 million subscription agreement, and various collaborative agreements allowing Kirkland’s to operate under Beyond's trademarks, such as Bed Bath & Beyond. In a significant shareholder meeting on February 5, 2025, Kirkland’s shareholders approved an equity purchase reflecting the issuance of 8,934,465 shares of common stock to Beyond, aligning with the partnership terms. The report emphasizes the company’s commitment to enhancing operational efficiency, with plans to open new store formats under Beyond's brands while closing underperforming Kirkland's locations. The fiscal strategies aim to leverage an omni-channel experience for better customer engagement and growth, with considerations for margin management and inventory adjustments across its product lines. Kirkland's currently operates 317 stores and is focusing on shifting inventories to optimize sales performance in both physical and online formats.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025014531

Filing Summary: On February 5, 2025, Kirkland's, Inc. completed a significant financial transaction involving Beyond, Inc. The Company and Beyond, Inc. executed a $17 million Term Loan Credit Agreement, funding an $8.5 million convertible loan mandatorily convertible into Kirkland's common stock at $1.85 per share upon shareholder approval. Shareholders approved the issuance of shares at a Special Meeting held on the same date. Following approval, Beyond completed both an $8 million equity purchase and the conversion of the $8.5 million loan into 8,934,465 shares of common stock. Additionally, Kirkland's issued 310,135 shares of common stock to Consensus Securities LLC as a partial payment for advisory services related to these transactions. The shareholders also approved an amendment to decrease the number of authorized shares of common stock from 100 million to 80 million. Beyond is subject to certain standstill obligations and potential board representation rights, pending its ownership stake. The document encapsulates the essential aspects of the financial agreements and changes approved in the Special Meeting.