HENNESSY ADVISORS, INC. (NASDAQ:HNNA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On July 10, 2018, Hennessy Advisors, Inc. (“Hennessy Advisors”) entered into a definitive agreement (the “Agreement”) with BP Capital Fund Advisors, LLC (“BP Capital”) to purchase the assets related to the management of the BP Capital TwinLine Energy Fund and the BP Capital TwinLine MLP Fund (the “BP Funds”). The BP Funds currently have assets of approximately $219 million.
The Agreement includes customary representations, warranties, and covenants. It provides for payment to be made in two parts: (1) a payment upon closing equal to (A) $100,000 plus (B)0.75% of the aggregate current net asset value of the BP Funds measured as of the close of business on the trading day immediately preceding the closing date of the transaction, and (2) a payment on the one-year anniversary of the closing date equal to 0.75% of the aggregate current net asset value of the successor funds to the BP Funds measured as of the close of business on the trading day immediately preceding the one-year anniversary of the closing date of the transaction. The transaction is expected to be completed in the fourth quarter of calendar year 2018. Upon completion of the transaction, which is subject to the approval of the Hennessy Funds’ Board of Trustees, the BP Funds’ Board of Trustees, and the shareholders of the BP Funds, as well as other agreed-upon conditions to closing, Hennessy Advisors will become the investment manager of the BP Funds. BP Capital will become the sub-advisor to the BP Funds, with the same Portfolio Managers who oversee the portfolios today continuing to oversee the portfolios following the transaction.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
There are representations and warranties contained in the Agreement that were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Agreement’s terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing reasons, investors should not rely on the representations and warranties in the Agreement as statements of factual information.
A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 1.01.Financial Statements and Exhibits
Exhibit 2.1 listed in the exhibit index below is filed under Item 1.01 of this Current Report on Form 8-K, and Exhibit 99.1 listed in the exhibit index below is furnished under Item 1.01 of this Current Report on Form 8-K.
*The schedules to the Transaction Agreement are not being filed herewith. Hennessy Advisors, Inc. agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request.
HENNESSY ADVISORS INC ExhibitEX-2.1 2 cg1134ex21.htm Exhibit 2.1 Execution Version TRANSACTION AGREEMENT between HENNESSY ADVISORS,…To view the full exhibit click
About HENNESSY ADVISORS, INC. (NASDAQ:HNNA)
Hennessy Advisors, Inc. is an investment management company. The Company’s business activity is managing, servicing and marketing open-end mutual funds branded as the Hennessy Funds. It provides investment advisory services and shareholder services to the Hennessy Funds. Its investment advisory services include managing the composition of each fund’s portfolio, including the purchase, retention and disposition of portfolio securities in accordance with the Fund’s investment objectives, policies and restrictions; conducting investment research, and monitoring compliance with each fund’s investment restrictions and applicable laws and regulations. It also includes overseeing the selection and continued employment of sub-advisors and monitoring such sub-advisors’ investment performance and adherence to investment policies and compliance procedures, overseeing other service providers, and maintaining public relations and marketing programs for each of the Funds.