Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry Into a Material Definitive Agreement
The Udine, Italy Acquisition
On June 29, 2017, we entered into a Share Purchase Agreement (the “Udine SPA”) with PRONTO VERDE A.G. (the “Seller”), relating to the purchase of one hundred percent (50%) of the share capital of FUTURIS PAPIA S.r.l., a limited liability company organized under the laws of Italy (the “Udine SPV”), which owns and operates a 0.995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy.
The closing in relation to the Udine SVP (the “Udine Closing”) shall be on or before July 15, 2017, and any such closing is subject to specified conditions precedent including, but not limited to, consummation of an acquisition of all share capital of the Udine SPV by the Seller from the owners of the Udine SPV, and receipt of consent from the lender and confirmation to accept repayment of the Udine Loan (defined below).
We agreed to pay an aggregate purchase price of two million three hundred fifty-eight thousand euros (€2,358,000) (approximately US $2,673,000) for the Udine SPV (the “Udine Purchase Price”), subject to an adjustment formula accounting for the Udine SPV’s net financial position, net working capital, and certain net receivables, to be calculated on the basis of the Udine SPV’s interim financial statement at the Udine Closing. The Udine Purchase Price will be paid to the Seller at the Udine Closing, less (a) one million two hundred ninety thousand euros (€1,290,000) (approximately US $1,462,000) to repay the balance of a mortgage loan on the Udine SPV (the “Udine Loan”); (b) a brokerage fee payable by the Seller in the amount of one hundred thousand euros (€100,000) (approximately US $113,000); and (c) one hundred thousand euros (€100,000) (approximately US $113,000) to be held in escrow. The balance thereafter payable, if any, to the Seller will be paid by September 30, 2017, including one hundred fifty thousand euros (€150,000) (approximately US $179,000) payable by the Udine SPV. The Udine Purchase Price is subject to post-closing adjustment, to be calculated on the basis of the Udine SPV’s final closing financial statements, as audited.
The foregoing is only a brief description of the material terms of the Udine SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and is qualified in its entirety by reference to such exhibit.
The Cantu, Italy Acquisition
Also on June 29, 2017, we entered into a Share Purchase Agreement (the “Cantu SPA”) with the Seller, relating to the purchase of one hundred percent (50%) of the share capital of ENERGYECO S.r.l., a limited liability company organized under the laws of Italy (the “Cantu SPV”), which owns and operates a 0,990 Kw plant for the production of electricity from vegetal oil located in Cantù, Italy.
The closing in relation to the Cantu SVP (the “Cantu Closing”) shall be on or before September 27, 2017, and any such closing is subject to specified conditions precedent including, but not limited to, consummation of an acquisition of all share capital of the Cantu SPV by the Seller from the owners of the Cantu SPV, delivery of audited closing financial statements of the Cantu SPV by Seller, and receipt of consent from the lenders and confirmation to accept repayment of the Cantu Loans (defined below).
We agreed to pay an aggregate purchase price of two million two hundred thousand euros (€2,200,000) (approximately US $2,490,000) for the Cantu SPV (the “Cantu Purchase Price”), subject to an adjustment formula accounting for the Cantu SPV’s net financial position, net working capital, and certain net receivables, to be calculated on the basis of the Cantu SPV’s audited closing financial statement at the Cantu Closing. The Cantu Purchase Price will be paid to the Seller at the Cantu Closing, less (a) an amount of one hundred fifty thousand euros (€150,000) (approximately US $179,000) to be paid by us on or before July 13, 2017 and held in escrow, which will be reimbursed should the Cantu Closing not occur due to Seller’s breach or in the event that a condition precedent to closing does not materialize; (b) one million ten thousand two hundred and eighty euros (€1,010,280) (approximately US $1,145,000) to repay the balance of two loans payable by the Cantu SPV (the “Cantu Loans”); (c) a brokerage fee payable by the Seller in the amount of sixty thousand euros (€60,000) (approximately US $68,000); and (d) one hundred thousand euros (€100,000) (approximately US $113,000) to be held in escrow. The Cantu Purchase Price is subject to post-closing adjustment, if any, to be calculated on the basis of the Cantu SPV’s final closing financial statements, adjusted for the period between when the Cantu Purchase Price is calculated and date that the Cantu Closing occurs, as audited.
The foregoing is only a brief description of the material terms of the Cantu SPA, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference, and is qualified in its entirety by reference to such exhibit.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
10.01
Share Purchase Agreement relating to the purchase of 50% of the share capital of FUTURIS PAPIA S.r.l., dated June 29, 2017, by and between Blue Sphere Corporation and Pronto Verde A.G.
10.02
Share Purchase Agreement relating to the purchase of 50% of the share capital of ENERGYECO S.r.l., dated June 29, 2017, by and between Blue Sphere Corporation and Pronto Verde A.G.
BLUE SPHERE CORP. ExhibitEX-10.01 2 ex10-01.htm SHARE PURCHASE AGREEMENT Blue Sphere Corporation 8-K Exhibit 10.01 SHARE PURCHASE AGREEMENT relating to the purchase of 100% of the share capital of FUTURIS PAPIA S.r.l. June 29,…To view the full exhibit click here
About Blue Sphere Corporation (OTCMKTS:BLSP)
Blue Sphere Corporation is a global clean energy company. The Company develops, manages and owns waste-to-energy and other renewable energy projects. It is an international build, own and operate company (BOO) active around the world in the clean energy production and organics to energy markets. The Company is focused on approximately 10 projects related to the construction, acquisition or development of biogas facilities. It is carrying out a range of waste-to-energy projects around the world with capacities ranging between 1 to 5 megawatts. It has a waste to energy anaerobic digester of approximately 5.2 megawatts plant in Charlotte, North Carolina. The Company operates a waste to energy anaerobic digester of approximately 3.2 megawatts plant in Johnston, Rhode Island. The Company has a waste to energy anaerobic digester of approximately five megawatts plant in Ramat Chovav, Israel. As of September 30, 2015, the Company had not generated any revenues.
