M&A - STAR EQUITY HOLDINGS, INC.
Form Type: 8-K/A
Filing Date: 2025-03-05
Corporate Action: Merger
Type: Update
Accession Number: 000070738825000025
Filing Summary: On March 3, 2025, Star Equity Holdings, Inc. entered into an Agreement and Plan of Merger with Alliance Transaction, Inc., several Merger Subsidiaries, and Alliance Drilling Tools, LLC, among others. The transaction will see Alliance Drilling Tools become a wholly owned subsidiary of Star Equity. Consideration for the acquisition includes $4,900,000 in cash and 775,000 shares of Series A Preferred Stock. The cash consideration has portions held in escrow to cover indemnification claims and working capital adjustments. Additionally, a Loan and Security Agreement was secured to provide a line of credit and term loan supporting the merger. Preliminary financial metrics for the fiscal quarter ending December 31, 2024, were also announced in a press release. This filing amends the original report from March 4, 2025, clarifying financing details and adjusting previous disclosures.
Document Link: View Document
Additional details:
Entry Date: 2025-03-03
Merger Agreement: Agreement and Plan of Merger
Cash Consideration: $4,900,000
Stock Consideration: 775,000 shares of Series A Preferred Stock
Escrow Amounts: $1,000,000 and 100,000 shares held in escrow
Loan Amount: $639,000
Line Of Credit: up to $3,000,000
Maturity Date: 2028-03-04
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