Item 1.01 Termination of a Material Definitive Agreement.
On
January 12, 2021, LMP Long Island 001 Holdings, LLC, a Delaware limited liability corporation (“LMPLI”), a subsidiary
of LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), entered into a membership interest purchase
agreement (the “Toyota MIPA”) with John Staluppi (the “Seller”), to acquire a 70% interest in Advantage
Toyota and Millennium Toyota, Toyota automotive dealerships located in the New York area and owned and operated by Atlantic Automotive
Group and its subsidiaries (collectively, “AAG”), in exchange for an aggregate purchase price of $104,290,900, consisting
of $94,290,900 in cash and shares of the Company’s common stock in an aggregate value equal to $10,000,000. The closing
of the acquisition is subject to certain customary conditions and manufacturer approvals.
On
January 12, 2021, LMPLI entered into a membership interest purchase agreement (the “Hyundai MIPA”) with the Seller
to acquire a 70% interest in Advantage Hyundai and Genesis of the North Shore, Millennium Hyundai and South Shore Hyundai, Hyundai
automotive dealerships located in the New York area and owned and operated by AAG, in exchange for an aggregate purchase price
of $58,979,900, consisting of $48,979,900 in cash and shares of the Company’s common stock in an aggregate value equal to
$10,000,000. The closing of the acquisition is subject to certain customary conditions and manufacturer approvals.
On
January 12, 2021, LMPLI entered into a membership interest purchase agreement (the “Honda MIPA”) with the Seller to
acquire a 70% interest in Millennium Honda and The New Babylon Honda, Honda automotive dealerships located in the New York area
and owned and operated by AAG, in exchange for an aggregate purchase price of $57,159,200, consisting of $42,159,200 in cash and
shares of the Company’s common stock in an aggregate value equal to $15,000,000. The closing of the acquisition is subject
to certain customary conditions and manufacturer approvals.
On
January 12, 2021, LMPLI entered into a membership interest purchase agreement (the “Chevrolet MIPA” and, together
with the Toyota MIPA, the Hyundai MIPA and the Honda MIPA, the “New MIPAs”) with the Seller to acquire a 70% interest
in Millennium Chevrolet, a Chevrolet automotive dealership located in the New York area and owned and operated by AAG, in exchange
for an aggregate purchase price of $10,570,000, consisting of $7,570,000 in cash and shares of the Company’s common stock
in an aggregate value equal to $3,000,000. The closing of the acquisition is subject to certain customary conditions and manufacturer
approvals.
As
further discussed in Item 1.02 below, LMPLI had previously agreed to acquire a 70% interest in AAG, which agreement has been terminated
simultaneously with the parties entry into the New MIPAs. The transactions contemplated by the New MIPAs, the parties have agreed
to reduce the purchase price paid by LMPLI, as well as the number of automotive dealerships in which LMPLI will acquire an interest.
The
New MIPAs are attached to this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively,
are incorporated herein by reference. The foregoing description of the New MIPAs and the transactions contemplated thereby are
not complete and is qualified in its entirety by the contents of the New MIPAs.
A
copy of the press release announcing the transactions contemplated by the New MIPAs is furnished herewith as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement.
As
previously reported on a Current Report on Form 8-K filed on October 9, 2020, on October 9, 2020, LMPLI entered into a membership
purchase agreement (the “Old MIPA”) with the Seller to acquire a 70% interest in AAG. On January 12, 2021, the LMPLI
and the Seller agreed to terminate the Old MIPA in accordance with its terms. The Company did not incur any material termination
penalties pursuant to such termination.
The
description of the Old MIPA and the transactions contemplated thereby are incorporated by reference to the Company’s Current
Report on Form 8-K filed on October 9, 2020.
A
copy of the press release announcing the transactions contemplated by the MIPA is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K.