ON ASSIGNMENT, INC. (NYSE:ASGN) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On January 31, 2018, On Assignment, Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with ECS Federal, LLC, a Delaware limited liability company (“ECS”), ECS Federal Holding Co., Kapani Family 2012 Irrevocable Trust and LG ECSF L.P. (the “Representative,” and collectively, the “Principal Sellers”) and the management sellers party thereto. Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will acquire all of the outstanding membership interests and all other equity interests of ECS, resulting in ECS becoming a wholly-owned subsidiary of the Company (the “Transaction”).
In connection with entering into the Purchase Agreement, the Company entered into a $1.6 billion commitment letter with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC that includes a credit facility which will be used to finance the purchase price, amend our existing credit facility and pay for fees and expenses related to the Transaction. In connection with the proposed credit facility, the Company has prepared a presentation for prospective lenders which will be available on the Company's website (www.onassignment.com).
Included in this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2 are the audited consolidated financial statements of ECS and InfoReliance, LLC, formerly InfoReliance Corporation, and subsidiaries ("InfoReliance") for the years ended December 31, 2016 and 2015. The Company is furnishing this information in connection with the lender presentation referenced above. InfoReliance is a wholly-owned subsidiary of ECS since its acquisition on April 17, 2017.
The information in this Item 7.01 and in Exhibits 99.1 and 99.2 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
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ON ASSIGNMENT INC ExhibitEX-99.1 2 exhibit991ecsfederal.htm EXHIBIT 99.1 Exhibit ECS FEDERAL,…To view the full exhibit click here
About ON ASSIGNMENT, INC. (NYSE:ASGN)
On Assignment, Inc. is a provider of professionals in the technology, life sciences and creative sectors. The Company matches people into positions for contract, contract-to-hire and direct hire assignments. Its operating segments include the Apex Segment and the Oxford Segment. The Apex Segment provides a spectrum of technical and scientific professionals for contract, contract-to-hire and permanent placement positions to Fortune 1000 and mid-market clients across the United States. The Apex Segment businesses serve markets with a large and local pool, and provide a range of skills through a network of local offices. The Apex segment businesses include Apex Systems, LLC (Apex Systems), Lab Support, LLC (Lab Support) and Creative Circle, LLC (Creative Circle). The Oxford Segment provides staffing and consulting services in select skill and geographic markets, and its businesses include Oxford Global Resources, LLC (Oxford), CyberCoders, Inc. (CyberCoders) and Life Sciences Europe.
