bobkubecka
6年前
AQSP 8k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 12, 2019
ACQUIRED SALES CORP.
(Exact name of registrant as specified in its charter)
Nevada
87-0479286
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
31 N. Suffolk Lane, Lake Forest, Illinois
60045
(Address of principal executive offices)
(Zip Code)
847-915-2446
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February 27, 2019, Acquired Sales Corp. (the “Company”) signed a definitive Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits at the same respective prices per share.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.35 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Registration Rights Agreement
Effective on February 27, 2019, in connection with the closing of an investor stock purchase agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the certain investors.
Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, the relevant stockholders have piggyback registration rights, such that, each time the Company decides to file a registration statement under the Securities Act (other than on Forms S-4 or S-8) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all holders of the Company’s registerable securities. The Company shall include in such registration statement such shares of registerable stock for which it has received written requests to register such shares within 30 days after such written notice has been given.
These registration rights are subject to certain conditions and limitations, including underwriter’s cutback wherein an underwriter may limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. These registration rights are also subject to hold-backs such that stockholders may not sell, make any short sale of loan, grant any option for the acquisition of; or otherwise dispose of any Registerable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 90 days thereafter).
In addition, while the stockholders do not have formal demand registration rights, the Company has agreed to use commercially reasonable efforts to file a registration statement as soon as reasonably practicable covering shares of common stock into which outstanding Series A Preferred Stock may be converted.
Subject to certain limitations, the Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement. The obligation to register shares under the Registration Rights Agreement will terminate as to any Stockholder and expire on December 31, 2019.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock (“Preferred Stock”) for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. As discussed in Item 1.01 of this Current Report on Form 8-K “Entry into a Material Definitive Agreement - Registration Rights Agreement”, t he Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted. The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock as discussed in Item 5.03 of this Current Report on Form 8-K “ Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”.
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Election of Thomas W. Hines as a Director
Effective as of February 27, 2019, the Board of Directors (the “Board”) of the Company elected Thomas W. Hines to serve as a director until the next annual meeting of shareholders and until his successor is duly elected and qualified.
Thomas W. Hines, age 60, is a Vice President with Lowery Asset Consulting. Previously, Mr. Hines served as the Executive Vice President at Good Harbor Financial, as the National Director of Financial Planning at The Northern Trust Company, and as a tax partner at Ernst & Young in the financial planning group. Mr. Hines is a Certified Public Accountant (CPA) and a Chartered Financial Analyst (CFA). Mr. Hines holds a Bachelor of Science degree in Accounting from Marquette University, and a Master of Science in Taxation from the University of Wisconsin-Milwaukee. Mr. Hines has been featured in publications including Fortune, American Banker, and the Premier edition of Wealth magazine. Mr. Hines has completed over 120 Triathlons, including the Hawaii Ironman World Championship.
At this time, there is no arrangement to pay Mr. Hines compensation for his service as a director of the company. He is likely to be reimbursed by the Company for board-related expenses which, as of the date of this Current Report on Form 8-K , are not expected to be material.
Appointment of William C. “Jake” Jacobs, CPA as President, Chief Financial Officer and Treasurer
Effective as of February 27, 2019, the Board appointed William C. “Jake” Jacobs, CPA, the son of our Company’s Chief Executive Officer Gerard M. Jacobs, to serve as the President, Chief Financial Officer and Treasurer of the Company. Those positions were previously held by Gerard M. Jacobs who stepped down from the positions to focus on the Chief Executive Officer role. Gerard M. Jacobs will remain as the Company’s Chairman, Chief Executive Officer and Secretary.
Prior to becoming the President, Chief Financial Officer and Treasurer of the Company, William C. Jacobs, CPA, age 30, served as an independent contractor for the Company for the past several years. Mr. Jacobs also is the President and Chief Financial Officer of Beachin Company, which owns and manages multi-family apartment buildings in Daytona Beach, Florida. Previously, Mr. Jacobs worked in the Assurance Division of Ernst & Young (doing business as EY), auditing both publicly traded and privately held companies. Mr. Jacobs graduated from the University of Southern California, with a double major in Accounting and Finance. In 2015, Mr. Jacobs won a Gold Medal at the United States of America Snowboard and Freeski Association (USASA) National Championships in the BoarderCross Snowboard Senior (23-29) Men’s division.
William C. Jacobs will earn compensation from the Company at the rate of $5,000 per month. He is also entitled to reimbursement for all of his business-related expenses. As of the date of this Current Report on Form 8-K, the Company owes Mr. Jacobs $175,000 for unpaid independent contractor fees that have been accruing since 2016.
Pursuant to the SPA described in Section Item 1.01 above, William C. Jacobs is expected to be granted full access to the corporate and financial books and records of “Sellers” Ablis, Bendistillery and Bend Spirits, and will be able to monitor and be allowed to ask Sellers' internal financial personnel and their CPA questions from time to time regarding Sellers' financial results, balance sheets, transactions, expenses, financial controls, tax returns and other tax forms. Pursuant to the SPA, he shall also be provided accurate and complete answers to such questions including supporting documentation, and shall be copied on all communications between Sellers and their CPA. In addition, Sellers shall pay William C. Jacobs a quarterly fee in connection with the foregoing in an amount which shall be mutually acceptable to James A. Bendis and William C. Jacobs, but which in no event shall be less than $5,000 per quarter, and Sellers shall pay or reimburse all of William C. Jacobs' reasonable expenses incurred in connection with business trips to Bend, Oregon, to perform such financial oversight functions and to provide consulting/advisory services to Sellers relating thereto.
Committees of the board of directors to which Messrs. Hines and William C. Jacobs have been named
Messrs. Hines and William C. Jacobs will be members of the Company’s Investment Committee, recently formed by the Board of Directors. In addition to Messrs. Hines and William C. Jacobs, the initial members of the Investment Committee will include Gerard M. Jacobs. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company’s common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the registration statement is effective.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2019, the Company filed a certificate of designation of the relative rights and preferences of the Series A convertible preferred stock of Acquired Sales Corp. (the “Series A Designation”). In connection with the Series A Designation, the Company authorized 400,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 100 shares of common stock. The Series A Preferred Stock pays dividends at the rate of 3% annually. The Series A Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series A Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock shall have voluntary conversion rights. Shares of Series A Preferred Stock are subject to Mandatory Conversion (in the discretion of the Company) at such time as the Company’s Common Stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.
The foregoing description of the Series A Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation , which is attached as Exhibit 4.4 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.35 Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs
Exhibit 4.3 Registration Rights Agreement
Exhibit 4.4 Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Acquired Sales Corp.
Exhibit 99.1 Press Release Dated March 4, 2019
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ACQUIRED SALES CORP.
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: March 4, 2019
Pennybuster
10年前
Item 8.01 Other Events.
Acquired Sales Corp. ("Acquired Sales") has signed a letter of intent to acquire PPV, Inc., Portland, Oregon ("PPV"), and its wholly-owned subsidiary Bravo Environmental NW, Inc., Tukwila, Washington ("Bravo"), in a proposed merger.
Founded in 2002, PPV provides pretreatment of industrial and commercial wastewater and sludge. PPV’s website address is: www.ppvnw.com. Founded in 1997 and acquired by PPV in 2009, Bravo provides industrial vacuum services, infrastructure maintenance and inspection, and other services. Bravo’s website address is: www.bravoenvironmental.com. PPV and Bravo's over 170 recurring customers include a wide variety of governmental, industrial and commercial customers in the Pacific Northwest. PPV and Bravo currently have a total of 85 full-time employees.
The letter of intent signed values PPV and Bravo at 5.5 times PPV and Bravo's audited consolidated 2014 earnings before interest, taxes, depreciation and amortization (“EBITDA”). As a condition to the proposed merger, the financial statements of PPV and Bravo are to be audited by Acquired Sales' outside auditors, Eide Bailly, in order to calculate the amount of PPV and Bravo’s consolidated 2014 EBITDA. There can be no assurance as to what PPV and Bravo’s audited consolidated 2014 EBITDA will be so calculated to be. But, for example, if PPV and Bravo's audited consolidated 2014 EBITDA is $3.3 million, then PPV/Bravo will be valued at 5.5 times $3.3 million, or $18.15 million. Pursuant to the terms of the proposed merger, $7.5 million of the merger purchase price will be paid in cash, and the balance in shares of common stock of Acquired Sales at the following valuation: 55% of the portion of the merger value paid in stock will be priced at $1.85 per share, and the remaining 45% of the portion of the merger value paid in stock will be priced at the same price per share paid by investors in the capital raise that will be undertaken by Acquired Sales to finance the merger (the "Capital Raise Price Per Share").
In order to close the proposed merger, Acquired Sales is required to raise a minimum of $15,000,000, of which $7,500,000 is required to be used to pay the cash portion of the merger consideration, $6,000,000 is required to be injected into PPV and Bravo to pay off nearly all of their liabilities, and the remainder will be used to pay transaction expenses and as general working capital for Acquired Sales.
Closing of the proposed merger is subject to a number of conditions, including the completion of mutually acceptable due diligence, delivery of audited financial statements, completion of a capital raise of at least $15 million, execution of definitive merger documents, obtaining necessary third party approvals, and completion of all necessary securities filings.
It is expected that the management teams of PPV and Bravo will remain and continue to lead their respective companies following the merger.
The letter of intent contemplates that: (1) up to 3,200,000 warrants may be issued or sold to directors, officers and employees of Acquired Sales or their designees, with exercise prices between $0.01 and $1.85 per share, provided that none of such warrants shall be exercisable unless Acquired Sales' common stock is trading at or above $3.50 per share; and (2) up to 3,100,000 warrants may be issued or sold to directors, officers and employees of Acquired Sales, PPV and/or Bravo or their designees, with an exercise price equal to the Capital Raise Price Per Share.
Simultaneous with the proposed merger, Acquired Sales intends to change its name to "Growth Partners, Inc."
Item 9.01 Financial Statements and Exhibits.
10.32
Letter of Intent; Acquired Sales Corp. Merger with PPV, Inc. and Bravo Environmental NW, Inc.
99.1
Press Release
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ACQUIRED SALES CORP
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: December 2, 2014
Exhibit 10.32
ACQUIRED SALES CORP.
November 28, 2014
Mr. James Thuney
Mr. Joseph Thuney
PPV, Inc.
4927 NW Front Avenue
Portland, Oregon 97210
Re: Letter of Intent
Dear Jim and Joe,
Acquired Sales Corp. ("AQSP") is excited to have you and the rest of your talented team become our partners. Under your leadership, we hope that PPV, Inc. ("PPV") and its wholly-owned subsidiary Bravo Environmental NW, Inc. ("Bravo") can successfully orchestrate a major consolidation of companies in your industry.
This Letter of Intent is an agreement among AQSP, James Thuney, Joseph Thuney, and PPV (the "Parties") to pursue the following transaction on the following general terms and conditions:
1. PPV shall prepare consolidated financial statements for PPV and Bravo including statements of income, balance sheets, and cash flows for 2013 and 2014, in accordance with U.S. generally accepted accounting principles (the "Unaudited Financial Statements").
2. PPV and AQSP shall engage AQSP's outside auditors, Eide Bailly LLP, to audit the Unaudited Financial Statements in compliance with U.S. generally accepted accounting principles, including but not limited to all opinion letters and other documents as shall be necessary to allow PPV and Bravo to be acquired by AQSP pursuant to all applicable SEC and FASB rules and regulations and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”).
3. The agreed to cost of the Audit shall be paid 50% by PPV and 50% by AQSP, regardless of whether or not any transactions are closed among the Parties.
4. If, after review, comments, clarifications and revisions, the results of the Audit are not accepted by each of the Parties, then the transaction shall be abandoned. If, after review, comments, clarifications and revisions, the results of the Audit are accepted by each of the Parties, then the Parties shall continue to pursue the following transaction on the following general terms and conditions.
5. Completion of the proposed merger as described below (the "Merger") would be subject to customary closing conditions, including among other things, to:
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(a) The completion of a mutual due diligence investigation of the Parties, including their respective businesses, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters, and the results of such investigation shall be mutually satisfactory to each of the Parties, each in his sole discretion;
(b) The execution and delivery by the Parties of mutually acceptable, legally binding, definitive closing documentation (the "Definitive Documents") including a merger agreement (the "Merger Agreement") and employment agreements described below, containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the transactions contemplated by this Letter of Intent, and consistent with this Letter of Intent;
(c) The completion of a capital raise of at least $15,000,000 by AQSP;
(d) The receipt of all necessary approvals and consents, including but not limited to approvals and consents from the boards of directors and shareholders of each of the Parties, as necessary; and
(e) The completion of all necessary securities filings and the obtaining of any necessary approvals by the SEC.
6. None of the Parties will be bound by any oral or written statements, proposals, correspondence, emails, or other negotiations, including this Letter of Intent, unless and until the Definitive Documents are executed and delivered by the Parties, except as follows:
(a) Paragraph 3 above shall be legally binding upon PPV and AQSP; and
(b) PPV, Bravo and their directors, officers, employees, shareholders, agents and representatives:
(1) shall not enter into any discussions, negotiations, letters of intent, merger agreements, stock sale agreements, asset sale agreements (other than the sale of assets in the ordinary, normal, customary course of business), or other similar contracts or "change of control" arrangements with any third party, or any other agreement, contract or arrangement outside the ordinary course of PPV's and Bravo's businesses that would or might delay or make more costly the closing of the Merger (other than agreements, contracts and arrangements in the ordinary, normal, customary course of business), during the period between the signing of this Letter of Intent and the execution and delivery of the Definitive Documents; and
(2) shall operate PPV and Bravo solely in the ordinary course thereof consistent with past practices, during the period between the signing of this Letter of Intent and the execution and delivery of the Definitive Documents.
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7. The Parties shall use reasonable efforts to cause the closing of the Merger to occur as soon as practicable, subject to the fulfillment of all of the conditions and contingencies described above.
Nevertheless, this Letter of Intent shall terminate, without any payment by or penalty due from any of the Parties, if:
(a) After review, comments, clarifications and revisions, the results of the Audit have not been accepted by each of the Parties by an outside date of March 31, 2015;
(b) AQSP has not received a written commitment, in form and substance mutually acceptable to each of the Parties, for a capital raise of at least $15,000,000 (the "Capital Raise"), by an outside date of April 30, 2015; or
(c) The Definitive Documents have not been signed and the Merger has not been closed by an outside date of June 30, 2015.
8. AQSP shall establish a new wholly-owned subsidiary (the "Merger Sub"). PPV shall merge in the Merger with the Merger Sub. PPV shall be the survivor of the Merger, and a wholly-owned subsidiary of AQSP. Bravo shall at all times remain a wholly-owned subsidiary of PPV.
9. The key executives of PPV and Bravo (the "Key Executives") shall execute multi-year employment contracts with PPV and Bravo, all under terms and conditions mutually acceptable to AQSP and the Key Executives (the "Employment Agreements").
10. The Employment Contracts shall include annual salaries, participation in an aggregate management bonus pool, and warrants to purchase shares of common stock of AQSP ("AQSP Stock"), all as shall be mutually acceptable to AQSP and the Key Executives, for the purpose of incentivizing the Key Executives and attracting and retaining other key employees.
11. PPV and Bravo acknowledge that:
(a) AQSP's Director Vincent J. Mesolella and AQSP intend to use good faith efforts to cause AQSP to acquire, in transactions structured in a mutually acceptable fashion, ownership of the real estate properties and projects listed on Attachment A hereto, for the respective appraised values thereof net of all outstanding debt and other liabilities thereon ("Real Estate Equity"), with 55% of the Real Estate Equity to be paid for with AQSP Stock valued at $1.85 per share, and 45% of the Real Estate Equity to be paid for with AQSP Stock valued at the same price per share of AQSP Stock paid by the investor(s) in the Capital Raise (the "Capital Raise Price Per Share"); and
(b) The board of directors of AQSP may allow certain directors and officers of AQSP, or their designees, to purchase certain warrants to purchase shares of AQSP Stock, as compensation in regard to AQSP's ongoing and future activities, as generally set forth in Attachment B hereto.
12. An amount equal to the Audited consolidated EBITDA of PPV and Bravo for 2014, and then multiplied by 5.5, is referred to as the "Merger Value".
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13. The consideration to be paid by AQSP to the shareholders of PPV in the Merger will be equal to the Merger Value.
14. $7,500,000 of the Merger Value will be paid in cash.
15. The remainder of the Merger Value (the "Portion of the Merger Value Paid in AQSP Stock") will be paid in the form of shares of AQSP Stock (the "Merger Stock"), at the following respective valuations per share of the Merger Stock:
(a) 55% of the Portion of the Merger Value Paid in AQSP Stock will be paid in the form of Merger Stock valued at $1.85 per share; and
(b) The other 45% of the Portion of the Merger Value Paid in AQSP Stock will be paid in the form of Merger Stock valued at the Capital Raise Price Per Share.
16. No purchases or sales of common stock of AQSP by any director or officer of AQSP or his affiliates, nor by any of the Key Executives or their affiliates, shall be permitted on any of the trading days referred to above.
17. Immediately following the closing of the Merger, AQSP shall make an equity capital contribution into PPV of at least $6 million, to be used by PPV to pay off liabilities.
18. In regard to future acquisitions by PPV and Bravo:
(a) PPV and AQSP shall agree and acknowledge that it is the intention of the Parties to use PPV as a vehicle for the acquisition of profitable companies in PPV's and Bravo's industry, and to grow and expand PPV and Bravo by pursuing attractive contracts and projects;
(b) AQSP shall agree and covenant to use commercially reasonable efforts to raise and allocate new capital (using some combination of sales of AQSP Stock and/or preferred stock of AQSP, or convertible debt, or straight debt) on terms approved by the board of directors of AQSP, to fund acquisitions, contracts and projects undertaken by PPV and Bravo, provided that the CEOs of the Parties are in mutual agreement that such acquisitions, contracts and projects are in the best interests of the shareholders of AQSP;
(c) The CEOs of the Parties shall work closely and collaboratively, in a spirit of partnership, in regard to the identification, evaluation, negotiation, auditing, securities filings, capital raising, and closing of future acquisitions by PPV and Bravo; and
(d) James Thuney shall agree and covenant to use his best efforts to cause River Country Transport, Inc. to be acquired by PPV, on terms and conditions mutually acceptable to James Thuney and AQSP.
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19. In regard to future acquisitions by AQSP, AQSP shall be free at all times to continue to make such acquisitions as the board of directors of AQSP believes are in the best interests of the shareholders of AQSP.
20. In the Merger Agreement, in regard to control:
(a) Each of the Key Executives shall grant to AQSP's CEO, Gerard M. Jacobs, a proxy coupled with an interest to vote, and grant written consents covering, all of the shares of Merger Stock and any other AQSP Stock now or in the future legally or beneficially owned by such Key Executive or his affiliates, in favor of the election to the board of directors of AQSP of slates of nominees that are nominated or proposed from time to time by a majority of the board of directors of AQSP, that shall include the Thuney Nominee, as defined below, in the circumstances contemplated by Paragraph 20(c), and in favor of equity or debt issuances, other capital raising transactions, warrants and stock option plans and issuances, stock splits, acquisitions or divestitures, and all other lawful corporate transactions and actions that may be approved from time to time by a majority of the board of directors of AQSP;
(b) Each of the Key Executives shall agree and covenant not to sell or transfer any of the Merger Stock as part of a contract, plan or arrangement of any nature that is intended to result in a change of control of AQSP, unless such contract plan or arrangement has been unanimously approved by the board of directors of AQSP; and
(c) Provided that the Key Executives continue to work for PPV and Bravo and continue to own at least 51% of the aggregate number of shares of the Merger Stock, all of the members of the board of directors of AQSP including AQSP's CEO Gerard M. Jacobs shall agree and covenant: (1) to include one person jointly selected by James and Joseph Thuney as part of such board's slates of persons nominated to serve on such board (the "Thuney Nominee"), (2) to vote all of the shares of AQSP Stock that are under their or their affiliates' legal or beneficial ownership or control in favor of such entire slates including the Thuney Nominee, and (3) to urge all other AQSP stockholders to vote the same way, at least until the third anniversary of the closing of the Merger.
21. In regard to share registration:
(a) The Key Executives shall agree and acknowledge that the Merger Stock will be unregistered AQSP Stock; and
(b) Following the closing of the Merger, the Key Executives shall enjoy so-called "piggyback registration rights" in regard to the Merger Stock.
22. AQSP shall agree and covenant to change its name to Growth Partners Inc., at or about the closing of the Merger, subject to receipt of all necessary approvals.
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23. Except as provided in Paragraph 3, each of the Parties shall bear its own fees and expenses in connection with the proposed transactions contemplated by this Letter of Intent. Without limiting the generality of the foregoing, except as provided in Paragraph 3, each Party shall be solely responsible for the fees and expenses owed to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such Party.
24. AQSP shall be permitted to publicly disclose this Letter of Intent, and to share information regarding PPV and Bravo as may be necessary or desirable in connection with AQSP’s efforts to raise capital or to satisfy the conditions to closing the Merger, or otherwise as may be required to comply with applicable securities laws in the opinion of AQSP’s securities counsel. PPV and Bravo acknowledge that AQSP is a publicly traded company and that unauthorized disclosure of any material information regarding AQSP or the transactions contemplated by this Letter of Intent could subject you to liability under applicable laws and regulations.
25. If any provisions of this Letter of Intent as applied to any part or to any circumstance shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Letter of Intent, the application of such provision in any other circumstances, or the validity or enforceability of this Letter of Intent.
We look forward to building a large public company together, for the mutual benefit of our shareholders and employees. If the foregoing terms and conditions are acceptable, please sign below, thanks.
Sincerely,
ACQUIRED SALES CORP.
By: /s/ Gerard M. Jacobs
/s/ Gerard M. Jacobs
Gerard M. Jacobs, CEO
Gerard M. Jacobs, in his individual capacity
By: /s/ Vincent J. Mesolella
/s/ Vincent J. Mesolella
Vincent J. Mesolella, Lead Director
Vincent J. Mesolella, in his individual capacity
Accepted and agreed upon, intending to be legally bound hereby
as provided in Paragraph 6 above:
PPV, INC.
By: /s/ James Thuney
/s/ James Thuney
James Thuney, CEO
James Thuney, in his individual capacity
By: /s/ Joseph Thuney
/s/ Joseph Thuney
Joseph Thuney, President
Joseph Thuney, in his individual capacity
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Attachment A
As referenced in Paragraph 11(a), AQSP's Director Vincent J. Mesolella and AQSP intend to use good faith efforts to cause AQSP to acquire, in transactions structured in a mutually acceptable fashion, ownership of the following real estate properties and projects for the respective appraised values thereof net of all outstanding debt and other liabilities thereon ("Real Estate Equity"), with 55% of the Real Estate Equity to be paid for with AQSP Stock valued at $1.85 per share, and 45% of the Real Estate Equity to be paid for with AQSP Stock valued at the same price per share of AQSP Stock paid by the investor(s) in the Capital Raise (the "Capital Raise Price Per Share"); and
(1) a 12.11 acre property, currently owned by CVDD II, LLC (an affiliate of Vincent J. Mesolella and Derek V. Mesolella), located at 1747 West Main Road, Middletown, Rhode Island (the "Middletown Property"), which includes a 30,000 square foot boat storage building that is under a 15-year lease being used by Hinckley Yachts, and which also includes approximately 6 vacant acres that is in the process of being permitted/entitled for an approximately 71,500 net rentable square feet self-storage development;
(2) two developable commercially zoned parcels abutting the Middletown Property identified as AP 111 Lot 9 and AP 111 Lot 9A of the Town of Middletown's Tax Assessor's Plat, also currently owned by CVDD II, LLC (the "Additional Middletown Property");
(3) a 0.573 acre property, owned by West X Capital, LLC (an affiliate of Vincent J. Mesolella and Derek V. Mesolella), located at 4 Fox Place, Providence, Rhode Island (the "Fox Place Property"), which includes an approximately 50,000 square foot building that is expected to be torn down and replaced with a high-rise apartment building or mixed apartment/hotel development; and
(4) a 0.67918 acre property located at 345 Harris Avenue, Providence, Rhode Island (the "Harris Avenue Property") that is leased with an option to buy in favor of 345 Harris, Inc. (an affiliate of Vincent J. Mesolella, Derek V. Mesolella and AQSP's CEO Gerard M. Jacobs), which property includes an approximately 27,000 square foot vacant building that is expected to be torn down and replaced with a self-storage development;
Each of the Middletown Property, the Additional Middletown Property, the Fox Place Property, and the Harris Avenue Property are referred to as a "Mesolella Property" and collectively as the "Four Mesolella Properties".
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Attachment B
Subject to the approval of the board of directors of AQSP:
(1) AQSP directors Joshua A. Bloom, James S. Jacobs, Michael D. McCaffrey, and Richard E. Morrissy:
AQSP directors Joshua A. Bloom, James S. Jacobs, Michael D. McCaffrey, and Richard E. Morrissy or such director's respective designee(s), each shall have the right to purchase from AQSP, for an aggregate purchase price of $1.00, the following warrants:
(a) warrants to purchase an aggregate of 25,000 shares of AQSP Stock, at an exercise price of $0.01 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded;
(b) warrants to purchase an aggregate of 25,000 shares of AQSP Stock, at an exercise price of $1.85 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded; and
(c) warrants to purchase an aggregate of 25,000 shares of AQSP Stock, at an exercise price equal to the Capital Raise Price Per Share, such warrants to be exercisable on or prior to December 31, 2024.
(2) AQSP director Vincent J. Mesolella:
AQSP director Vincent J. Mesolella or his designee(s), shall have the right to purchase from AQSP, for an aggregate purchase price of $1.00, the following warrants:
(a) warrants to purchase an aggregate of 500,000 shares of AQSP Stock, at an exercise price of $0.01 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded;
(b) warrants to purchase an aggregate of 500,000 shares of AQSP Stock, at an exercise price of $1.85 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until (1) AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded, and (2) AQSP shall have acquired at least one of the Four Mesolella Properties; and
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(c) warrants to purchase an aggregate of 500,000 shares of AQSP Stock, at an exercise price of the Capital Raise Price Per Share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP shall have acquired all four of the Four Mesolella Properties.
(3) AQSP director and CEO Gerard M. Jacobs:
AQSP director and CEO Gerard M. Jacobs or his designee(s), shall have the right to purchase from AQSP, for an aggregate purchase price of $1.00, the following warrants:
(a) warrants to purchase an aggregate of 750,000 shares of AQSP Stock, at an exercise price of $0.01 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded;
(b) warrants to purchase an aggregate of 750,000 shares of AQSP Stock, at an exercise price of $1.85 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until (1) AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded, and (2) AQSP shall have acquired at least one of the Four Mesolella Properties; and
(c) warrants to purchase an aggregate of 750,000 shares of AQSP Stock, at an exercise price of the Capital Raise Price Per Share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP shall have acquired all four of the Four Mesolella Properties.
(4) Other AQSP directors, officers and employees:
In the discretion of AQSP's CEO Gerard M. Jacobs, certain other AQSP directors, officers and employees, or their designee(s), shall be awarded the right to purchase from AQSP, for an aggregate purchase price of $1.00, the following warrants:
(a) warrants to purchase an aggregate of 250,000 shares of AQSP Stock, at an exercise price of $0.01 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded;
(b) warrants to purchase an aggregate of 250,000 shares of AQSP Stock, at an exercise price of $1.85 per share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and
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until (1) AQSP Stock shall have closed at not less than $3.50 per share on at least ten consecutive trading days on which shares of AQSP Stock have traded, and (2) AQSP shall have acquired at least one of the Four Mesolella Properties; and
(c) warrants to purchase an aggregate of 250,000 shares of AQSP Stock, at an exercise price of the Capital Raise Price Per Share, such warrants to be exercisable on or prior to December 31, 2024, provided, however, that such warrants shall not be vested and shall not be exercisable unless and until AQSP shall have acquired all four of the Four Mesolella Properties.
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Exhibit 99.1
Press Release
Source: Acquired Sales Corp.
ACQUIRED SALES CORP. PLANS TO ACQUIRE PPV, INC. AND BRAVO ENVIRONMENTAL NW, INC., AND TO CHANGE ITS NAME TO GROWTH PARTNERS, INC.
LAKE FOREST, IL.--(BUSINESS WIRE)--December 2, 2014-- Acquired Sales Corp. (OTCQB: AQSP) today announced that it has signed a letter of intent to acquire PPV, Inc., Portland, Oregon, and its wholly-owned subsidiary Bravo Environmental NW, Inc., Tukwila, Washington. The proposed merger, which can only be closed upon the parties meeting several conditions, has an estimated value of approximately $18 million, of which $7.5 million is to be paid in cash, and the balance in shares of common stock of Acquired Sales. Simultaneous with the proposed merger, Acquired Sales intends to change its name to Growth Partners, Inc.
PPV provides pretreatment of industrial and commercial wastewater and sludge, while its subsidiary Bravo provides vacuum trucks, infrastructure maintenance and inspection, and other services, to a wide variety of municipal, industrial and commercial customers in the Pacific Northwest. The management teams of PPV and Bravo will continue to lead their respective companies following the merger.
Closing of the merger is subject to a number of conditions, including the completion of mutually acceptable due diligence, delivery of audited financial statements, completion of a capital raise of at least $15 million, execution of definitive merger documents, obtaining necessary third party approvals, and completion of all necessary securities filings.
Gerard M. Jacobs, the Chairman and CEO of Acquired Sales, said, “PPV and Bravo are profitable and growing companies with tremendous reputations, and difficult-to-replicate industry expertise, equipment and permits. We look forward to working with Jim and Joe Thuney as our lead partners in this division of Acquired Sales."
James Thuney, the Chief Executive Officer of PPV, and Joseph Thuney, the founder and President of PPV, said, "We have developed a strategy for PPV and Bravo to grow rapidly over the next few years, by expanding both organically and via selected acquisitions. After carefully considering the various options that are available to provide the additional capital and human resources needed to execute this strategy, we have concluded that partnering with Acquired Sales is the right move for us. We are excited about our prospects."
About PPV, Inc. and Bravo Environmental NW, Inc.
PPV, Inc., Portland, Oregon, was founded in 2002 by Joseph Thuney, PPV's President, who formerly worked at Spencer Environmental and at Waste Management. James Thuney joined PPV as CEO in 2011, bringing over 50 years of experience in logging, construction, land development and manufacturing industries, and in investing in publicly traded and privately held businesses. PPV's wholly-owned subsidiary Bravo Environmental NW, Inc., was founded in 1997 by Al Schumacher, Bravo's President, who was formerly an Alaskan commercial fisherman.
About Acquired Sales Corp.
Acquired Sales Corp., Lake Forest, Illinois, is a publicly traded corporation controlled by Gerard M. Jacobs, its Chairman and CEO. Previously, Mr. Jacobs co-founded and served as the CEO of two publicly traded companies, Metal Management, Inc. (now part of Sims Metal Management Limited, the world's largest metal recycler) and Think Partnership Inc. (now called Inuvo, Inc.), and also served as a
director of publicly traded Crown Group Inc. (now called America's Car-Mart, Inc.) and Patient Home Monitoring Corp. Mr. Jacobs has also had extensive project development, finance, and investing experience in the solid waste industry, including transactions involving USA Waste Services and Mid-American Waste Systems (both now part of Waste Management) and Environmental Waste Funding Corp.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, growth strategies, future plans, contingencies and contemplated transactions of the companies. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of these companies' operations, or the performance or achievements of these companies or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to: large competitors; lack of brand awareness; balance sheet weakness and need for additional capital; potential for dilution; lack of a meaningful public market for our stock; uncertain economic conditions; risks and limitations associated with real estate, equipment, personnel, permits, contracts and bonding; and risks associated with protection of intellectual property. Acquired Sales Corp. undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in Acquired Sales Corp.'s filings with the Securities and Exchange Commission.
Contact:
Acquired Sales Corp.
Gerard M. Jacobs, CEO
847-915-2446
gmj1919@yahoo.com
Xavier Hermosillo, Investor Relations
310-832-2999
AQSP.IR@gmail.com
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