HENNESSY ADVISORS, INC. (NASDAQ:HNNA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Advisors) entered into a definitive agreement (the
Agreement) with Rainier Investment Management, LLC
(Rainier) and Rainiers majority owner, Manning Napier
Group, LLC, to purchase the assets related to the management of
the Rainier Large Cap Equity Fund, the Rainier Mid Cap Equity
Fund and the Rainier Small/Mid Cap Equity Fund (the Rainier
U.S. Funds). The Rainier U.S. Funds currently have assets
of approximately $565 million.
and covenants, and provides for a payment upon closing equal to
0.85% of the aggregate current net asset value of the Rainier
U.S. Funds measured as of the close of business on the trading
day immediately preceding the closing date of the transaction.
The transaction is expected to be completed in the third
quarter of calendar year 2017. Upon completion of the
transaction, which is subject to the approval of Hennessy Funds
Board of Trustees, the Rainier Funds Board of Trustees and the
shareholders of the Rainier U.S. Funds, and other agreed
conditions to closing, Hennessy Advisors will become the
investment manager of the Rainier U.S. Funds.
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.
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 its 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.
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Exhibit
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Description
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2.1
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Transaction Agreement, dated as of May 10, 2017, among
Hennessy Advisors, Inc., Rainier Investment Management, LLC, and Manning Napier Group, LLC * |
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99.1
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Press release
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being filed herewith. Hennessy Advisors, Inc. agrees to furnish
supplementally a copy of any such schedules to the Securities and
Exchange Commission upon request.
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. HENNESSY ADVISORS, INC. (NASDAQ:HNNA) Recent Trading Information
HENNESSY ADVISORS, INC. (NASDAQ:HNNA) closed its last trading session down -0.03 at 16.27 with 9,975 shares trading hands.
