EnviroStar, Inc. (NYSEMKT:EVI) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 of the Original Form 8-K under Item 8.01 of Form 8-K
instead of Item 2.01 of Form 8-K. The acquisition described
herein and in the Original Form 8-K did not meet the requirements
for disclosure under Item 2.01 and, accordingly, no historical
financial statements of the target company nor pro forma
financial statements giving effect to the acquisition are or will
be required under Form 8-K. Other than the change in Items and
references to such Items, no disclosure was changed as a result
of this error. However, for convenience, the information included
in the Original Form 8-K is restated herein in its entirety, but
with the previous Item 2.01 information disclosed under Item
8.01, as described above, and the exhibits hereto are
incorporated by reference to the exhibits filed with the Original
Form 8-K.

Amendment to Credit Agreement

As previously reported, on October 10, 2016, the Company entered
into a credit agreement (the Credit Agreement) with Wells Fargo
Bank, National Association (the Bank). The Credit Agreement
provides for a total aggregate commitment of the Bank of $20.0
million, consisting of a maximum $15.0 million revolving line of
credit (the Line of Credit), and a $5.0 million term loan
facility (the Term Loan). The Companys obligation to repay
advances under the Line of Credit is evidenced by a Revolving
Line of Credit Note, dated as of October 10, 2016, and the
Companys obligation to repay the Term Loan is evidenced by a Term
Note, dated as of October 10, 2016. Interest accrues on the
outstanding principal amount of the Line of Credit at an annual
rate equal to Daily One Month LIBOR (as defined in the Credit
Agreement) plus 2.25% and on the outstanding principal amount of
the Term Loan at an annual rate equal to Daily One Month LIBOR
plus 2.85%. The Credit Agreement has a term of five years and
matures on October 10, 2021.

On June 23, 2017, the Company, Western State Design, Inc., a
Delaware corporation, Steiner-Atlantic Corp., a Florida
corporation, DryClean USA License Corp., a Florida corporation,
and Martin-Ray Laundry Systems, Inc., a Delaware corporation
(MRLS), entered into an Amendment and Ratification of Credit
Agreement and Other Loan Documents (the Amendment), which, among
other things, adds MRLS as a co-guarantor under the Credit
Agreement. In connection therewith, MRLS executed and delivered
to Bank (i) a Continuing Guaranty, dated as of June 23, 2017, in
favor of Bank (the Guaranty), and (ii) a Security Agreement:
Business Assets, dated as of June 23, 2017, in favor of Bank (the
Security Agreement), which secures MRLSs obligations under the
Guaranty and the other Loan Documents (as defined in the
Amendment).

The descriptions of the Amendment, the Guaranty and the Security
Agreement set forth herein do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the
Amendment, the Guaranty and the Security Agreement, copies of
which are attached hereto as Exhibits 10.1, 10 2 and 10.3,
respectively, and are incorporated herein by reference.

Stockholders Agreement

On June 19, 2017, William Mann, Jim Hohnstein and Timm Mullen
(collectively, the Sellers), Symmetric Capital, LLC (Symmetric
I), Symmetric Capital II, LLC (Symmetric II and collectively with
Symmetric I, Symmetric) and certain of Symmetrics affiliates,
including Henry M. Nahmad, the Manager of Symmetric I and the
Manager of Symmetric II, entered into a Stockholders Agreement
with the Company (the Stockholders Agreement), to which, among
other things, each Seller agreed to vote all shares of Common
Stock owned by them at any time during the term of the
Stockholders Agreement in accordance with the recommendations or
directions of the Companys Board of Directors and granted to the
Company and its designees, an irrevocable proxy and power of
attorney in furtherance thereof. The Stockholders Agreement
contains certain transfer restrictions with respect to the shares
of the Companys common stock held by the Sellers. The
Stockholders Agreement also includes certain tag-along provisions
with respect to certain proposed sales of Common Stock by
Symmetric and its affiliates. The Stockholders Agreement has a
term of three years, subject to earlier termination under certain
circumstances.

The description of the Stockholders Agreement set forth herein
does not purport to be complete and is subject to, and qualified
in its entirety by reference, to the Stockholders Agreement, a
copy of which is attached hereto as Exhibit 4.1, and is
incorporated herein by reference.

The information set forth in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.

On June 19, 2017, the Company, through its wholly-owned
subsidiary MRLS, completed its acquisition of substantially all
of the assets of Martin-Ray Laundry Systems, Inc., a Colorado
corporation (Martin-Ray and collectively with the Sellers, the
Selling Group), to the terms of the Asset Purchase Agreement,
dated as of June 2, 2017 (the Asset Purchase Agreement), by and
among the Company and MRLS, on the one hand, and the Selling
Group, on the other hand. The execution of the Asset Purchase
Agreement was previously disclosed in a Current Report on Form
8-K filed by the Company with the Securities and Exchange
Commission on June 2, 2017.

Consistent with the previously disclosed terms of the Asset
Purchase Agreement, the purchase price for the asset acquisition
is $4.0 million, subject to book value and other adjustments,
consisting of: (i) $2,000,000 in cash (the Cash Amount), of which
$400,000 was deposited in an escrow account for no less than 18
months after the date of the closing of the Transaction (subject
to extension in certain circumstances); and (ii) 96,668 shares of
the Companys common stock. The Company funded the Cash Amount
with cash on-hand.

On June 20, 2017, the Company issued a press release announcing
that it has completed the acquisition of substantially all of the
assets of Martin-Ray. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

(d)Exhibits:

About EnviroStar, Inc. (NYSEMKT:EVI)

EnviroStar, Inc., through its subsidiary, Steiner-Atlantic Corp., distributes commercial and industrial laundry and dry cleaning equipment, and steam and hot water boilers manufactured by others; supplies replacement parts and accessories, and provides maintenance services to its customers, and designs and plans turnkey laundry, dry cleaning and boiler systems for its institutional, retail, industrial and commercial customers. The Company, through its subsidiary, DRYCLEAN USA License Corp. owns rights to the name DRYCLEAN USA, which it franchises and licenses to retail drycleaners in the United States, the Caribbean and Latin America. It sells a line of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers manufactured by others, as well as related replacement parts and accessories, and provides maintenance services. It also sells replacement parts and accessories for the products it sells and provides maintenance services to its customers.