Systemax Inc. (NYSE:SYX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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Inc. (the Company) executed a definitive securities purchase
agreement (the Purchase Agreement) with certain special purpose
companies formed by Hilco Capital Limited (Hilco and together
with its management team partners, Purchaser). to the Purchase
Agreement, Purchaser acquired all of the Companys interests in
Systemax Europe SARL, which includes its subsidiaries, Systemax
Business Services K.F.T., Misco UK Limited, Systemax Italy
S.R.L., Misco Iberia Computer Supplies S.L., Misco AB, Global
Directmail B.V. and Misco Solutions B.V. (collectively, the SARL
Businesses). The transaction closed immediately upon execution of
the Purchase Agreement.
business, which is conducted through its subsidiary, Inmac Wstore
S.A.S., which was not part of the sale transaction.
proceeds were nominal. As part of the transaction, the Company
retained a small residual equity position in the Purchasers
acquiring entity, and will provide limited transition services to
Purchaser for a limited period of time under a transition
services agreement typical for transactions of this kind.
representations, warranties and covenants, and agreed to
indemnification obligations appropriate for the nature of the
transaction. The Purchase Agreement contains representations,
warranties and covenants made to, and solely for the benefit of,
the parties thereto. The statements embodied in the
representations and warranties are subject to qualifications and
limitations agreed by the parties in connection with negotiating
the terms of the agreement. In addition, certain representations
and warranties were made as of a specified date, may be subject
to a contractual standard of materiality different from those
generally applicable to investors, or may have been used for the
purpose of allocating risk between the parties rather than
establishing matters as facts. Investors are not third party
beneficiaries under the Purchase Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company, the SARL Businesses or Purchaser.
qualified in its entirety by reference to the Purchase Agreement,
a copy of which is filed as an exhibit to this Form 8-K, and
incorporated herein by reference.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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Report on Form 8-K is incorporated herein by reference.
| Item 2.05 |
Costs Associated with Exit or Disposal Activities.
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anticipates that one time exit charges will aggregate between
$1.0 and $1.5 million, including between $0.5 and $0.6 million
in severance costs, $0.4 and $0.6 million in professional fees
and $0.1 and $0.3 million in contract cancellation costs.
| Item 8.01 |
Other Events.
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the sale of the SARL Businesses. A copy of this press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Financial Information related to the sale of the SARL Businesses
is attached as Exhibit 99.2 to this Form 8-K and incorporated by
reference into this Form 8-K:
of December 31, 2016;
Operations for the year ended December 31, 2016;
Operations for the year ended December 31, 2015; and
Operations for the year ended December 31, 2014.
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Exhibit
Number
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Description
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2.1
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Securities Purchase Agreement
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99.1
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Press release dated March 27, 2017
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99.2
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Unaudited Pro Forma Condensed Consolidated Financial
Information |
About Systemax Inc. (NYSE:SYX)
Systemax Inc. is a direct marketer of brand name and private label products. The Company’s segments include Industrial Products Group (IPG), EMEA Technology Products Group (EMEA), and Corporate and Other (Corporate). IPG sells a range of maintenance, repair and operations (MRO) products, which are marketed in North America. The Company offers a range of products that are manufactured for its own design and marketed under the brands: Global, GlobalIndustrial.com, Nexel Relius, Relius Elite and Hercules. Its EMEA segment primarily sells information and communications technology (ICT) and consumer electronics (CE) products. These products are marketed in Europe and are manufactured by other companies. MRO products offered by its IPG segment include electrical and bulbs, fasteners and hardware, storage and shelving, and tools and instruments. ICT products offered by its EMEA segment include computer components and accessories, and software. CE products include audio and cell phones. Systemax Inc. (NYSE:SYX) Recent Trading Information
Systemax Inc. (NYSE:SYX) closed its last trading session down -0.32 at 10.96 with 63,369 shares trading hands.