M&A - STAR EQUITY HOLDINGS, INC.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124301

Filing Summary: Star Equity Holdings, Inc. announced a merger agreement with Hudson Global, Inc. and HSON Merger Sub, Inc. on May 21, 2025. Under the agreement, HSON Merger Sub will merge with Star, with Star continuing as the surviving entity and becoming a wholly owned subsidiary of Hudson. The merger aims to qualify as a tax-free reorganization under the Internal Revenue Code. Each share of Star common stock will be converted into 0.23 shares of Hudson common stock, while Series A preferred stockholders of Star will receive an equal number of Hudson Series A preferred shares. Following the merger, Star stockholders are expected to own about 21% of the combined company, while Hudson stockholders will hold 79%. Star's board, with one abstention, unanimously approved the merger agreement, which is subject to requisite shareholder approvals and other customary closing conditions. Support agreements have been signed by key Star executives to ensure a favorable vote for the merger. The agreement outlines potential termination fees and covenants related to operational conduct and stockholder meetings ahead of the closing. This merger aims to enhance operational strengths and create value for both companies, emphasizing strategic growth and shareholder alignment.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124295

Filing Summary: On May 21, 2025, Star Equity Holdings, Inc. entered into a Merger Agreement with Hudson Global, Inc. and HSON Merger Sub, Inc. The Merger, intended as a tax-free reorganization, will result in Merger Sub merging with Star, with Star as the surviving entity. Each outstanding share of Star common stock is to be exchanged for 0.23 shares of Hudson common stock, and each share of Star Series A preferred stock will convert to one share of Hudson Series A preferred stock. The planned merger aims for Star shareholders to hold approximately 21% and Hudson shareholders 79% in the new combined entity. The board of directors of Star has unanimously approved the Merger Agreement. The transaction requires approval from both Star and Hudson stockholders and is subject to various customary closing conditions. Additionally, Support Agreements have been executed by directors and executives of both companies to support the merger's approval and execution. The filing includes regular disclosures and statements about potential risks involved with the merger, forward-looking statements regarding the transaction’s completion, and details on regulatory filings.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000070738825000078

Filing Summary: Star Equity Holdings, Inc. filed a quarterly report for the period ended March 31, 2025, indicating a merger completed on March 3, 2025, with Alliance Drilling Tools, Inc. This merger led to the establishment of a new Energy Services division. The financial statements highlight revenues of $12.9 million and a gross profit of $3.1 million, with a net loss of $1.7 million attributable to common shareholders. The company had a total asset value of $94.8 million and stockholders' equity of $59.8 million. It also reported significant changes in various asset categories, including an increase in inventories and long-term investments, while liabilities have risen primarily due to short-term debt. The report emphasizes its status as an emerging growth company, with disclosures about its preferred stock and common stock trades on NASDAQ.

Form Type: 8-K/A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000070738825000067

Filing Summary: Star Equity Holdings, Inc. has amended its previous Form 8-K report to provide additional information regarding its acquisition of Alliance Drilling Tools, LLC. This Amendment No. 2 includes the historical financial statements for Alliance Drilling Tools for the years ended December 31, 2024, and December 31, 2023, as well as the unaudited pro forma financial information. The original merger agreement was consummated as reported in the initial Form 8-K filed on March 4, 2025. The amendment does not modify any other details of that report and should be read in conjunction with the original filing for a complete understanding of the acquisition.

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.