TURNING POINT BRANDS, INC. (NYSE:TPB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 herein and to revise the previously reported Item 2.02
to delete the Item 2.02 heading and to reflect that the press
release furnished thereunder should have been furnished under
Item 7.01.
| Item 1.01 |
Entry into a Material Definitive Agreement.
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Company), a subsidiary of Turning Point Brands, Inc., entered
into a Stock Purchase Agreement (the Stock Purchase Agreement)
with (i) Smoke Free Technologies, Inc. (Vapor Beast), and (ii)
Vapor Beasts shareholders, Timothy B. Campbell, Thomas J.
Metzler, Timothy B. Cady, Mark M. Howard, and Sheilla V. Andrin
(collectively, the Sellers). Under the Stock Purchase Agreement,
the Company will purchase all of the issued and outstanding
shares of Vapor Beasts capital stock for aggregate consideration
of $27 million, as adjusted for increases or decreases in working
capital, on a cash-free, debt-free basis. The purchase price will
be paid through $4 million in cash at closing, issuance by the
Company of $19 million in short-term installment promissory
notes, and issuance by the Company of $2 million in 18-month
promissory notes. The remaining $2 million of purchase price will
be held by the Company in escrow and will be available for
set-off against any of the Sellers indemnification obligations.
Any remaining portion of the escrow will be paid by the Company
18 months following the closing date.
warranties, covenants and indemnification provisions, including,
among others, a covenant that requires Vapor Beast to conduct its
business in the ordinary course of business, consistent with past
practice, and to comply with certain covenants regarding the
operations of its business from the date of the Stock Purchase
Agreement until closing.
customary closing conditions, including certain regulatory
approvals. The Stock Purchase Agreement provides for certain
termination rights of the parties, including termination by
either party if certain conditions to closing have not occurred
on or before November 30, 2016 (but only if the party terminating
the Stock Purchase Agreement is not responsible for the failure
of the condition and has otherwise not failed to comply with the
other covenants, agreements or conditions of the Stock Purchase
Agreement).
qualified in its entirety by reference to the full text of the
Stock Purchase Agreement attached as Exhibit 2.1 to this Current
Report on Form 8-K.
| Item 7.01 |
Regulation FD Disclosure.
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release announcing the Companys entry into the Stock Purchase
Agreement. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
released attached as Exhibit 99.1 shall not be deemed to be
“filed” for the 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. Such information will
not be incorporated by reference into any registration statement
filed by Turning Point Brands, Inc. under the Securities Act of
1933, as amended, unless specifically identified therein as being
incorporated by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit
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Description
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2.1
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Stock Purchase Agreement dated as of November 17, 2016 by
and among National Tobacco Company, L.P., the Sellers named therein and Smoke Free Technologies, Inc.* |
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99.1
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Press Release dated November 17, 2016.**
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601(b)(2) of Regulation S-K. Turning Point Brands, Inc. hereby
undertakes to furnish supplemental copies of any of the omitted
exhibits and schedules upon request by the SEC; provided,
however, that Turning Point Brands, Inc. may request confidential
treatment to Rule 24b-2 of the Exchange Act for any exhibits or
schedules so furnished.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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TURNING POINT BRANDS, INC.
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Dated: November 21, 2016
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By:
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/s/ James Dobbins
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James Dobbins
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Senior Vice President, General Counsel and Secretary
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Exhibit
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Description
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2.1
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Stock Purchase Agreement dated as of November 17, 2016 by
and among National Tobacco Company, L.P., the Sellers named therein and Smoke Free Technologies, Inc.* |
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99.1
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Press Release dated November 17, 2016.**
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601(b)(2) of Regulation S-K. Turning Point Brands, Inc. hereby
undertakes to furnish supplemental copies of any of the omitted
exhibits and schedules upon request by the SEC; provided,
however, that Turning Point Brands, Inc. may request confidential
treatment
About TURNING POINT BRANDS, INC. (NYSE:TPB)
Turning Point Brands, Inc., formerly North Atlantic Holding Company, Inc., is a provider of Other Tobacco Products (OTP) in the United States. The Company operates through three segments: smokeless products, smoking products and NewGen products. The Smokeless products market consists of approximately four product categories, which includes loose leaf chewing tobacco, Moist Snuff, Moist Snuff Pouches and Snus. The smoking products consist of various product categories, including cigarette papers, large cigars, (MYO cigar wraps and MYO cigar smoking tobacco, MYO cigarette smoking tobacco and related products, and traditional pipe tobacco. The NewGen products consist of various products, such as liquid vapor products, tobacco vaporizer products and a range of non-tobacco products and other non-nicotine products. Its portfolio of brands includes Zig-Zag, Beech-Nut, Stoker’s, Trophy, Havana Blossom, Durango, Our Pride and Red Cap. TURNING POINT BRANDS, INC. (NYSE:TPB) Recent Trading Information
TURNING POINT BRANDS, INC. (NYSE:TPB) closed its last trading session up +0.37 at 14.13 with 60,577 shares trading hands.
