Crown Crafts, Inc. (NASDAQ:CRWS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Entry into a Material Definitive Agreement.

On December 15, 2017, Hamco, Inc. (“Hamco”), a wholly owned subsidiary of Crown Crafts, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sassy 14, LLC (“Sassy”) to which Hamco purchased certain assets from, and assumed certain liabilities of, Sassy with respect to Sassy’s line of infant developmental toys, bath toys and feeding and care products (the “Sassy Acquisition”). At closing, Hamco paid Sassy $6.5 million for such assets, which included inventory, intellectual property and certain related assets as specified in the Purchase Agreement. The final purchase price is subject to adjustment pending the completion by the parties of a final inventory valuation as of December 15, 2017.

The Purchase Agreement contains customary representations, warranties and covenants made by each of the parties, as well as customary mutual indemnification obligations. The parties also entered into certain ancillary agreements at closing as contemplated by the Purchase Agreement.

The foregoing description of the Purchase Agreement and the Sassy Acquisition is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to this Form 8-K and the terms of which are incorporated herein by reference.

Also on December 15, 2017, the Company and its wholly owned subsidiaries, Crown Crafts Infant Products, Inc., Carousel Designs, LLC and Hamco (together with the Company, the “Borrowers”), entered into a Twelfth Amendment to Financing Agreement (the “Amendment”) with The CIT Group/Commercial Services, Inc. (“CIT”), amending that certain Financing Agreement between the Borrowers and CIT dated July 11, 2006 (as previously amended, the “Financing Agreement”). The Amendment evidences CIT’s consent to the consummation of the Sassy Acquisition and revises the Financing Agreement to exclude from the definition of “Fixed Charges” for purposes of the Financing Agreement, including the calculation of the Borrowers’ Fixed Charge coverage, certain unfinanced capital expenditures related to the Sassy Acquisition and the acquisition of the assets of Carousel Designs that was completed on August 4, 2017.

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Form 8-K and the terms of which are incorporated herein by reference.

The information set forth in part (a) of Item 1.01 of this Form 8-K is incorporated herein by reference. The Sassy Acquisition does not constitute a business acquisition at the significance level that would require the filing of financial statements as contemplated by Rule 3-05 of Regulation S-X.

The information set forth in part (b) of Item 1.01 of this Form 8-K is incorporated herein by reference.

On December 18, 2017, the Company issued a press release announcing the consummation of the Sassy Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

CROWN CRAFTS INC Exhibit
EX-2.1 2 ex_101831.htm EXHIBIT 2.1 ex_101831.htm Exhibit 2.1                       ASSET PURCHASE AGREEMENT   BY AND BETWEEN   SASSY 14,…
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About Crown Crafts, Inc. (NASDAQ:CRWS)

Crown Crafts, Inc. operates indirectly through its subsidiaries, Crown Crafts Infant Products, Inc. and Hamco, Inc., in the infant and toddler products segment within the consumer products industry. The Company operates though the segment of infant and toddler products. These products consist of infant and toddler bedding, bibs, soft bath products, disposable products and accessories. Its focus is on infant, toddler and juvenile products, including crib; blankets and swaddle blankets; nursery and toddler accessories; room decor; reusable and disposable bibs; burp cloths; hooded bath towels and washcloths; reusable and disposable placemats and floor mats; disposable cup labels, toilet seat covers and changing mats, and other infant, toddler and juvenile soft goods. Sales of its products are made directly to retailers, which are mass merchants, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, Internet accounts and wholesale clubs.