Current Report Filing (8-k)
October 06 2017 - 4:59PM
Edgar (US Regulatory)
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): October 2, 2017
Western
Capital Resources, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-52015
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47-0848102
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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11550 “I” Street, Suite 150, Omaha, NE
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68137
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(Address of Principal
Executive Offices)
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(Zip Code)
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(402)
551-8888
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
October 2, 2017, Western Capital Resources, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”)
with U.S. Business Holdings, Inc. (the “Purchaser”), MBE WorldWide S.p.A. (as guarantor to the Purchaser), BC Alpha,
LLC (“BCA”, a wholly owned subsidiary of BC Alpha Holdings II, LLC), and BC Alpha Holdings II, LLC (“BCAH”,
a wholly owned subsidiary of the Company). Pursuant to the Agreement, BCA sold all of its shares of capital stock of AlphaGraphics,
Inc. (“AGI”) to the Purchaser. This sale, which closed on October 3, 2017, constitutes the sale of the Company’s
franchise business. The cash purchase price paid by the Purchaser pursuant to the Agreement was $61.5 million, subject to post-closing
working capital adjustments. BCA, BCAH, the Company and the Purchaser also agreed to make a joint election under Section 338(h)(10)
of the Internal Revenue Code, which treats the transaction as an asset purchase for tax purposes subject to satisfaction of applicable
legal requirements.
Pursuant
to the Agreement, the Company, BCA and BCAH made customary representations and warranties regarding AGI and its business, and
agreed to certain covenants, including customary non-compete and no-solicit covenants related to the AGI business for a period
of three years from the closing date. In addition, the Agreement requires the Company to indemnify the Purchaser for damages resulting
from or arising out of any inaccuracy or breach of any representation, warranty or covenant of the Company, BCA or BCAH in the
Agreement and for certain other matters. The Company’s indemnification obligations generally survive for 24 months following
the closing. The Company’s maximum aggregate liability for indemnification claims for any such inaccuracies or breaches
is generally limited to an indemnification escrow of $6.5 million, of which 50% of the balance (less any indemnification claims)
is to be disbursed 12 months following the closing, with the remaining balance (less any indemnification claims) to be disbursed
24 months following the closing.
As
a result of the transaction, the Company received approximately $49.0 million in proceeds from the sale, after taking into the
impact of the estimated working capital and similar purchase price adjustments, the escrowing of $6.5 million of sale proceeds,
the paydown of the Company’s current balance on its Fifth Third credit facility of approximately $4.3 million, and the payoff
of an aggregate amount of approximately $1.6 million in transaction costs and pre-closing AGI liabilities related to the cancellation
and redemption of securities at the AGI level that occurred prior to the transaction.
In
connection with the transaction, the Company also entered into a Consent and Third Loan Modification Agreement (the “Modification
Agreement”) with Fifth Third Bank, as lender (“Fifth Third”), which amended that certain Credit Agreement between
the Company and Fifth Third, dated April 22, 2016, as amended (the “Credit Agreement”) to (i) release Fifth Third’s
liens on the assets of AGI, BCA and BCAH, (ii) remove AGI, BCA and BCAH as guarantors of the Company’s obligations under
the Credit Agreement, and (iii) release Fifth Third’s lien on the Company’s equity interests in BCAH. In connection
with the Modification Agreement, the Company paid off the $4.3 million outstanding balance on its credit facility with Fifth Third.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 above is incorporated into this Item 2.01 by reference.
Item
9.01. Financial Statements and Exhibits.
(a) Not
applicable.
(b)
Pro
forma financial information
.
Unaudited
pro forma financial information of the Company as of June 30, 2017 and for the six months ended June 30, 2017 and the year ended
December 31, 2016 and 2015 is filed herein as
Exhibit 99.1
and is incorporated by reference into this Current Report on
Form 8-K.
(c) Not
applicable.
(d)
Exhibits.
The
following exhibits are attached to this Current Report on Form 8-K:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Western
Capital Resources, Inc.
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Dated: October
6, 2017
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/s/ John
Quandahl
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John
Quandahl, Chief Executive Officer and Chief Operating Officer
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Western Capital Resources (CE) (USOTC:WCRS)
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