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HERITAGE GLOBAL INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

June 6, 2014



Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 2, 2014, Heritage Global Inc. (the "Company", "we" or "us") acquired all of the issued and outstanding capital stock (the "Purchased Stock") of National Loan Exchange, Inc., an Illinois corporation ("NLEX"), from David Ludwig its 100% owner (the "Seller"). The foregoing acquisition was accomplished pursuant to a Stock Purchase Agreement (the "Purchase Agreement") signed on June 2, 2014 and effective as of May 31, 2014, entered into between the Company, NLEX and the Seller. The purchase price for the Purchased Stock was U.S. $2 million in cash at closing, as adjusted for certain working capital, closing indebtedness and other adjustments. In addition to the cash purchase price, the Purchase Agreement contains an earnout provision pursuant to which the Company will pay Seller 50% of gross revenues of NLEX and its affiliates (minus 50% of certain expenses) for each of the four years following the closing. This amount of this earnout is capped at $5 million in the aggregate. The Purchase Agreement also contains customary terms and conditions contained in agreements of this type, including representations and warranties by both parties and customary indemnification provisions. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Purchase Agreement is a general description only and is qualified in its entirety by reference to the Purchase Agreement.

Item 8.01 Other Events



On June 3, 2014, the Company issued the press release attached hereto as Exhibit 99.1 announcing that it had acquired NLEX.

Item 9.01. Financial Statements and Exhibits (a) Financial statements of business acquired.



The financial statements for the business acquired required by this Item, with respect to the NLEX Acquisition described above, will be filed not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro forma financial information.

The pro forma financial information required by this Item, with respect to the NLEX Acquisition described above, will be filed not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01. (d) Exhibits No. Exhibit 10.1 Stock Purchase Agreement between the Company, NLEX, and David Ludwig, signed on June 2, 2014 and effective as of May 31, 2014. 99.1 Press Release dated June 3, 2014.



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Source: Edgar Glimpses


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