HERITAGE GLOBAL INC. (OTCMKTS:HGBL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
HERITAGE GLOBAL INC. (OTCMKTS:HGBL) Files An 8-K Entry into a Material Definitive Agreement
On September 13, 2019 (the “Effective Date”), Heritage Global Inc., a Florida corporation (the “Corporation”), entered into an Amendment (the “Amendment”) to the Employment Agreement (the “Employment Agreement”) for Kenneth Mann, a named executive officer of the Corporation and the Senior Managing Director of Equity Partners HG LLC, a wholly-owned subsidiary of the Corporation (the “Company”). to the terms of the Amendment, Mr. Mann will continue his current employment with the Company until December 31, 2019, after which time the Employment Agreement and Amendment will terminate and Mr. Mann’s employment with the Company will cease (the “Resignation Time”).
Subject to certain conditions under the Amendment and through the Resignation Time, the Company has agreed to provide Mr. Mann with his current annual salary of $375,000, potential bonus in an amount equal to $50,000 paid in regular payroll, and continued benefits. In addition, the Company has agreed to pay to the personnel of the Company (including Mr. Mann) an aggregate bonus equal to the sum of 50% of the Company’s 2019 net operating income (if any), plus $25,000. Mr. Mann has agreed to surrender, and to cause an entity controlled by him to surrender, at the Resignation Time certain options to purchase Corporation common stock possessed by either Mr. Mann or the entity controlled by Mr. Mann. Mr. Mann has also agreed to waive any right to payment for accrued but unused vacation upon the Resignation Time.
to the Amendment, Mr. Mann has retained his right to terminate employment for Good Reason (as defined in the Employment Agreement) and the Company has retained its right to terminate employment for Cause (as defined in the Employment Agreement). Mr. Mann will not be entitled to any further severance payments.
Transfer of Company Assets
Subject to certain conditions and to the delivery of a mutual release as provided in the Amendment, the Amendment provides that on January 1, 2020 the Company will transfer to Mr. Mann or his designee (the “Buyer”) certain assets of the Company (the “Transferred Assets”), free and clear of all liens. The Amendment further provides that Mr. Mann may choose, in his sole discretion, to accept assignment from the Company of any of the liabilities and obligations of the Company listed in the Amendment by providing written notice to the Company by November 29, 2019. Other than the Transferred Assets, the Company will retain all of the assets and rights held by the Company.
Division of Revenue
Following the Effective Date, Mr. Mann has agreed to cause Buyer to pay to the Company a percentage of all revenue received with respect to each engagement for which the Corporation has been engaged or retained as of the Effective Date but that is closed or completed following the Effective Date, subject to certain exclusions. The percentage to be paid is determined by multiplying the revenue by the percentage of the engagement completed prior to the Effective Date, as determined in good faith by Mr. Mann and a representative of the Company on or before December 31, 2019. The Company maintains a right to audit Mr. Mann’s and/or Buyer’s records for up to one year following the final payment for all such engagements.
Forward-Looking Statements
This report contains forward-looking statements based on the Corporation’s current expectations and projections about future events, including, without limitation, information regarding the future timing of the transfer of the Transferred Assets and the division of revenue between the Company and the Buyer. For these statements, the Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. While the Corporation believes the forward-looking statements contained in this report are accurate, these forward-looking statements represent the Corporation’s beliefs only as of the date of this report, and there are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements, including variability in magnitude and timing of asset liquidation transactions, the impact of changes in the U.S. national and global economies, interest rate and foreign exchange rate sensitivity, and the financial effects of the Company transition, as well as other factors beyond the Corporation’s control. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see the Corporation’s filings with the Securities and Exchange Commission.
See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
On September 18, 2019, the Corporation issued a press release announcing the entry into the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits
Heritage Global Inc. Exhibit
EX-99.1 2 hgbl-ex991_6.htm EX-99.1 hgbl-ex991_6.htm Exhibit 99.1 HERITAGE GLOBAL INC. TO REALIGN MIDDLE MARKET M&A ADVISORY SERVICES BUSINESS TO INCREASE EFFICIENCIES SAN DIEGO,…
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About HERITAGE GLOBAL INC. (OTCMKTS:HGBL)
Heritage Global Inc., formerly Counsel RB Capital Inc., is engaged in asset liquidation transactions, valuations and advisory. The Company operates in its asset liquidation business segment. It focuses on identifying, valuing, acquiring and monetizing underlying tangible and intangible assets in approximately 30 global industrial and financial sectors. It specializes both in acting as an adviser, as well as acquiring or brokering manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios, intellectual property and business enterprises. Its subsidiaries include Heritage Global Partners, Inc., which is a service, global auction, appraisal and asset advisory company, and National Loan Exchange Inc., which is a broker of charged-off receivables. The Company also includes the purchase and sale, including at auction, of industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.
