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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2017 (June 9, 2017)
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1847 Holdings LLC |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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333-193821 |
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38-3922937 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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590 Madison Avenue, 18th Floor New York, NY 98001 |
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(Address of principal executive offices) |
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(212) 521-4052 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by 1847 Holdings LLC (the “Company”) on March 9, 2017, on March 3, 2017, the Company’s subsidiary 1847 Neese Inc. and its wholly-owned subsidiary Neese, Inc. (collectively, the “Lessee”) entered into a Master Lease Agreement (the “Master Lease”) with Utica Leaseco, LLC (the “Lessor”). Under the Master Lease, the Lessor loaned an aggregate of $3,240,000 for certain of Neese’s equipment listed therein, which it leases to the Lessee. The initial term of the Master Lease for was 51 months. Under the Master Lease, the Lessee agreed to pay a monthly rent of $53,000 for the first three months, with such amount increasing to $85,321.63 for the remaining 48 months.
On June 14, 2017, the Lessee and Lessor entered into a First Amendment to Lease Documents (the “First Amendment”), pursuant to which the parties agreed to, among other things, extend the term of the Master Lease from 51 months to 57 months and amend the payments due thereunder. Under the Master Lease, the Lessee agreed to pay a monthly rent of $53,000 for the first ten months, with such amount increasing to $85,321.63 for the remaining 47 months, for a new aggregate loan amount of $4,540,116.61. In connection with the extension of the term of the Master Lease, the parties also amended the schedule of stipulated loss values and early termination payment schedule attached thereto. In connection with the First Amendment, the Lessee agreed to pay the Lessor an amendment fee of $2,500.
The foregoing summary of the terms and conditions of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. The First Amendment is filed as Exhibit 10.2 herewith, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On June 9, 2017, the Company completed a 1-for-25 reverse split of the Company’s outstanding common shares. The new CUSIP number for the Company’s common stock is 28252B 200.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
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Description of Exhibit |
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10.1 |
Master Lease Agreement, dated March 3, 2017, between Utica Leaseco, LLC, 1847 Neese Inc. and Neese, Inc. (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission March 9, 2017) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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1847 HOLDINGS LLC |
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Date: June 15, 2017 |
By: |
/s/ Ellery W. Roberts |
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Name: |
Ellery W. Roberts |
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Title: |
Chief Executive Officer |
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| 3 |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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10.1 |
Master Lease Agreement, dated March 3, 2017, between Utica Leaseco, LLC, 1847 Neese Inc. and Neese, Inc. (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission March 9, 2017) |
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4 |
EXHIBIT 10.2
FIRST AMENDMENT TO LEASE DOCUMENTS
THIS FIRST AMENDMENT TO LEASE DOCUMENTS (“Amendment”) is made and effective this 14 day of June, 2017 (“Effective Date”), by and between 1847 NEESE INC., a Delaware corporation and NEESE, INC., an Iowa corporation (individually and collectively, "Lessee") and UTICA LEASECO, LLC, a Florida limited liability company (“Lessor”).
Recitals
A. Lessor and Lessee entered into a certain capital lease transaction (the “Transaction”) pursuant to that certain Master Lease Agreement dated on or about March 3, 2017, together with the Riders and Schedules executed in connection therewith, including, without limitation, the Equipment Schedule NEESE-0001 (“Schedule 1”) dated on or about March 3, 2017 (as, amended, collectively, the “Lease Agreement”) with respect to certain Equipment (as defined in the Lease Agreement) (the Lease Agreement, Schedule 1 and other documents executed in connection therewith are, collectively, the “Lease Documents”).
B. Lessee has requested and Lessor has agreed to, among other things, amend the payments due under the Lease Documents.
C. Lessor and Lessee now wish to amend the Lease Agreement upon the terms and conditions set forth herein.
Agreement
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. | Lessee has requested and Lessor has agreed to extend the Interim Term and Base Lease Commencement Date. Accordingly, Section 2 of Schedule 1 shall be amended and restated as follows: |
TERM. Upon and after the date of execution hereof, the Equipment shall be subject to the terms and conditions provided herein and in the Lease.
A full term of lease with respect to said Equipment shall commence on the date hereof and shall extend for forty-eight (48) months after January 3, 2018 (the "Base Lease Commencement Date").
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2. | The payment schedule set forth in Section 3(b) of Schedule 1 shall be deleted and replaced with the following payment schedule. |
| 1 |
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Payment Date |
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Amount |
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4/3/2017 |
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$ | 53,000.00 |
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5/3/2017 |
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$ | 53,000.00 |
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6/3/2017 |
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$ | 53,000.00 |
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7/3/2017 |
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$ | 53,000.00 |
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8/3/2017 |
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$ | 53,000.00 |
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9/3/2017 |
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$ | 53,000.00 |
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10/3/2017 |
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$ | 53,000.00 |
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11/3/2017 |
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$ | 53,000.00 |
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12/3/2017 |
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$ | 53,000.00 |
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1/3/2018 |
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$ | 53,000.00 |
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2/3/2018 |
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$ | 85,321.63 |
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3/3/2018 |
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$ | 85,321.63 |
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4/3/2018 |
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$ | 85,321.63 |
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5/3/2018 |
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$ | 85,321.63 |
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6/3/2018 |
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$ | 85,321.63 |
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7/3/2018 |
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$ | 85,321.63 |
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8/3/2018 |
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$ | 85,321.63 |
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9/3/2018 |
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$ | 85,321.63 |
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10/3/2018 |
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$ | 85,321.63 |
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11/3/2018 |
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$ | 85,321.63 |
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12/3/2018 |
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$ | 85,321.63 |
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1/3/2019 |
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$ | 85,321.63 |
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2/3/2019 |
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$ | 85,321.63 |
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3/3/2019 |
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$ | 85,321.63 |
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4/3/2019 |
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$ | 85,321.63 |
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5/3/2019 |
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$ | 85,321.63 |
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6/3/2019 |
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$ | 85,321.63 |
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7/3/2019 |
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$ | 85,321.63 |
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8/3/2019 |
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$ | 85,321.63 |
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9/3/2019 |
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$ | 85,321.63 |
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10/3/2019 |
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$ | 85,321.63 |
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11/3/2019 |
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$ | 85,321.63 |
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12/3/2019 |
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$ | 85,321.63 |
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1/3/2020 |
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$ | 85,321.63 |
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2/3/2020 |
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$ | 85,321.63 |
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3/3/2020 |
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$ | 85,321.63 |
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4/3/2020 |
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$ | 85,321.63 |
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5/3/2020 |
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$ | 85,321.63 |
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6/3/2020 |
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$ | 85,321.63 |
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7/3/2020 |
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$ | 85,321.63 |
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8/3/2020 |
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$ | 85,321.63 |
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9/3/2020 |
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$ | 85,321.63 |
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10/3/2020 |
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$ | 85,321.63 |
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11/3/2020 |
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$ | 85,321.63 |
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12/3/2020 |
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$ | 85,321.63 |
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1/3/2021 |
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$ | 85,321.63 |
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2/3/2021 |
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$ | 85,321.63 |
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3/3/2021 |
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$ | 85,321.63 |
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2 |
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4/3/2021
5/3/2021
6/3/2021
7/3/2021
8/3/2021
9/3/2021
10/3/2021
11/3/2021
12/3/2021
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
$
85,321.63
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3. | Exhibit A to Schedule 1 shall be deleted and replaced in its entirety with Exhibit A attached hereto. |
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4. | Exhibit B to Schedule 1 shall be deleted and replaced in its entirety with Exhibit B attached hereto. |
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5. | Lessee shall pay to Lessor an amendment fee equal to Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars, which shall be deemed fully earned by Lessor and be added to the principal balance due under the Lease. |
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6. | Capitalized terms not defined herein share the definition described to them in the Lease Documents. Except as modified herein, the Lease Documents shall remain in full force and effect. |
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7. | In the event of any conflict between the terms of this Amendment and the terms of the Lease Documents, the terms of this Amendment shall govern and control. |
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8. | This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Michigan, without regard to conflict of law principles. This Amendment may not be modified or amended, except in a writing signed by the parties. |
signatures on following page
| 3 |
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[signature page to First Amendment to Lease Documents]
IN WITNESS WHEREOF, this Amendment is executed by the parties as of the Effective Date.
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UTICA LEASECO, LLC Lessor |
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| By: |
/s/ James B. Junker |
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Name: |
James B. Junker |
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| Title: |
Vice President |
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1847 NEESE INC.
Lessee
| By: |
/s/ Ellery W. Roberts |
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Name: |
Ellery W. Roberts |
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| Title: |
CEO |
NEESE, INC.
Lessee
| By: | /s/ Ellery W. Roberts | |
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Name: |
Ellery W. Roberts | |
| Title: | CEO |
| 4 |
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EXHIBIT A
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Payment Date |
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Percentage |
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4/3/2017 |
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110.0000 | % |
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5/3/2017 |
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110.0000 | % |
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6/3/2017 |
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110.0000 | % |
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7/3/2017 |
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100.0000 | % |
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8/3/2017 |
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100.0000 | % |
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9/3/2017 |
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100.0000 | % |
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10/3/2017 |
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100.0000 | % |
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11/3/2017 |
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100.0000 | % |
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12/3/2017 |
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100.0000 | % |
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1/3/2018 |
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100.0000 | % |
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2/3/2018 |
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98.3666 | % |
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3/3/2018 |
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96.7169 | % |
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4/3/2018 |
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95.0507 | % |
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5/3/2018 |
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93.3678 | % |
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6/3/2018 |
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91.6681 | % |
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7/3/2018 |
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89.9514 | % |
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8/3/2018 |
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88.2175 | % |
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9/3/2018 |
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86.4663 | % |
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10/3/2018 |
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84.6976 | % |
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11/3/2018 |
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82.9112 | % |
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12/3/2018 |
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81.1069 | % |
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1/3/2019 |
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79.2846 | % |
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2/3/2019 |
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77.4441 | % |
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3/3/2019 |
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75.5851 | % |
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4/3/2019 |
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73.7076 | % |
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5/3/2019 |
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71.8113 | % |
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6/3/2019 |
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69.8960 | % |
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7/3/2019 |
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67.9616 | % |
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8/3/2019 |
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66.0078 | % |
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9/3/2019 |
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64.0345 | % |
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10/3/2019 |
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62.0415 | % |
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11/3/2019 |
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60.0285 | % |
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12/3/2019 |
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57.9954 | % |
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1/3/2020 |
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55.9420 | % |
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2/3/2020 |
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53.8680 | % |
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3/3/2020 |
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51.7733 | % |
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4/3/2020 |
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49.6577 | % |
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5/3/2020 |
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47.5209 | % |
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6/3/2020 |
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45.3627 | % |
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7/3/2020 |
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43.1829 | % |
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8/3/2020 |
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40.9814 | % |
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9/3/2020 |
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38.7578 | % |
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10/3/2020 |
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36.5120 | % |
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11/3/2020 |
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34.2437 | % |
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12/3/2020 |
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31.9528 | % |
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1/3/2021 |
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29.6389 | % |
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2/3/2021 |
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27.3019 | % |
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3/3/2021 |
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24.9416 | % |
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4/3/2021 |
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22.5576 | % |
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5/3/2021 |
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20.1498 | % |
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6/3/2021 |
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17.7179 | % |
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7/3/2021 |
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15.2617 | % |
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8/3/2021 |
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12.7809 | % |
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9/3/2021 |
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10.2754 | % |
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10/3/2021 |
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7.7447 | % |
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11/3/2021 |
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5.1888 | % |
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12/3/2021 |
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2.6073 | % |
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Exhibit B
Early Termination Payment
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Date |
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Termination Value |
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4/3/2017 |
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N/A |
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5/3/2017 |
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N/A |
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6/3/2017 |
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N/A |
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7/3/2017 |
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$ | 3,499,200.00 |
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8/3/2017 |
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3,499,200.00 |
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9/3/2017 |
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3,499,200.00 |
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10/3/2017 |
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3,499,200.00 |
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11/3/2017 |
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3,499,200.00 |
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12/3/2017 |
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3,499,200.00 |
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1/3/2018 |
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3,499,200.00 |
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2/3/2018 |
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3,446,278.37 |
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3/3/2018 |
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3,392,827.53 |
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4/3/2018 |
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3,338,842.18 |
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5/3/2018 |
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3,284,316.97 |
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6/3/2018 |
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3,229,246.52 |
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7/3/2018 |
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3,141,225.36 |
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8/3/2018 |
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3,085,047.98 |
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9/3/2018 |
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3,028,308.84 |
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10/3/2018 |
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2,971,002.30 |
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11/3/2018 |
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2,913,122.69 |
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12/3/2018 |
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2,854,664.30 |
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1/3/2019 |
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2,795,621.31 |
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2/3/2019 |
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2,735,987.89 |
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3/3/2019 |
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2,675,758.14 |
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4/3/2019 |
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2,614,926.10 |
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5/3/2019 |
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2,553,485.73 |
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6/3/2019 |
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2,491,430.96 |
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7/3/2019 |
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2,396,355.65 |
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8/3/2019 |
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2,333,053.58 |
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9/3/2019 |
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2,269,118.49 |
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10/3/2019 |
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2,204,544.05 |
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11/3/2019 |
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2,139,323.86 |
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12/3/2019 |
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2,073,451.47 |
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1/3/2020 |
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2,006,920.36 |
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2/3/2020 |
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1,939,723.93 |
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3/3/2020 |
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1,871,855.54 |
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4/3/2020 |
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1,803,308.48 |
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5/3/2020 |
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1,734,075.93 |
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6/3/2020 |
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1,664,151.06 |
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7/3/2020 |
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1,561,126.95 |
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8/3/2020 |
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1,489,796.59 |
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9/3/2020 |
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1,417,752.93 |
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10/3/2020 |
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1,344,988.84 |
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11/3/2020 |
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1,271,497.10 |
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12/3/2020 |
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1,197,270.44 |
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1/3/2021 |
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1,122,301.52 |
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2/3/2021 |
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1,046,582.91 |
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3/3/2021 |
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970,107.11 |
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4/3/2021 |
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892,866.55 |
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5/3/2021 |
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814,853.60 |
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6/3/2021 |
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736,060.51 |
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7/3/2021 |
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656,479.49 |
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8/3/2021 |
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576,102.66 |
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9/3/2021 |
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494,922.06 |
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10/3/2021 |
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412,929.65 |
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11/3/2021 |
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330,117.33 |
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12/3/2021 |
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246,476.87 |
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6 |