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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): December 19, 2017 (December 18, 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 |
333-193821 |
38-3922937 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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590 Madison Avenue, 21st Floor New York, NY 10022 |
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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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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 on July 10, 2017 by 1847 Holdings LLC (the “Company”), on July 7, 2017, 1847 Fitness, Inc. (“1847 Fitness”), a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”) with Central Florida Health Clubs, LLC d/b/a Gold’s Gym Orlando, a Florida limited liability company (“CFHC”), CLFL, LLC d/b/a Gold’s Gym Clermont, a Florida limited liability company (“CLFL”), MTDR LLC d/b/a Gold’s Gym Mt. Dora, a Florida limited liability company (“MTDR”), SCFL, LLC d/b/a Gold’s Gym St. Cloud, a Florida limited liability company (“SCFL,” and together with CFHC, CLFL, MTDR, the “Companies”), and the other parties set forth in Exhibit A to the Purchase Agreement (the “Sellers”), pursuant to which 1847 Fitness will acquire all of the issued and outstanding equity interests in the Companies for an aggregate purchase price of (i) $14,000,000 in cash (subject to certain adjustments), (ii) 135 shares of the common stock, $0.001 par value, of 1847 Fitness, and (iii) the issuance of promissory notes in the aggregate principal amount of $1,000,000.
As previously reported on November 9, 2017 by the Company, on November 7, 2017, 1847 Fitness, the Companies and the Sellers entered into Amendment No. 1 to the Membership Interest Purchase Agreement (“Amendment No. 1”). Pursuant to Amendment No. 1, (i) the cash portion of the purchase price is increased by an amount equal to the aggregate amounts actually paid by MTDR and CLFL to third parties on or prior to the closing date for certain renovations; provided, however, that the amount of such increase shall not exceed $100,000 in the aggregate; and provided, further, that the amount of such increase shall be reduced, on a dollar for dollar basis, to the extent that the Sellers directly receive the benefit of any of the annual fee billings due from MTDR’s and CLFL’s members in mid-January 2018; and (ii) as a condition to closing, among others, 1847 Fitness will have received a cash loan from the Company of at least $6,407,407.
On December 18, 2017, 1847 Fitness, the Companies and the Sellers entered into Amendment No. 2 to the Membership Interest Purchase Agreement, pursuant to which, (i) the cash portion of the purchase price is increased to $14,500,000, (ii) 1847 Fitness shall pay to the Sellers on or before January 3, 2018 a non-refundable deposit of $50,000, which will be applied toward the cash portion of the purchase price at the closing (the “Deposit”), (iii) the closing shall not occur prior to February 1, 2018, and (iv) the Purchase Agreement will automatically terminate if the Deposit is not paid on or before January 3, 2018 or if the closing does not occur on or before February 28, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
Description of Exhibit |
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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: December 19, 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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EXHIBIT 10.1
AMENDMENT NO. 2
TO THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT
AMENDMENT NO. 2 TO THE MEMBERSHIP INTEREST PURCHASE AGREMENT, dated December 18, 2017 among 1847 Fitness, Inc., a Delaware corporation (the “ Buyer ”), Central Florida Health Clubs, LLC d/b/a Gold’s Gym Orlando, a Florida limited liability company (“ CFHC ”), CLFL, LLC d/b/a Gold’s Gym Clermont, a Florida limited liability company (“ CLFL ”), MTDR LLC d/b/a Gold’s Gym Mt. Dora, a Florida limited liability company (“ MTDR ”), SCFL, LLC d/b/a Gold’s Gym St. Cloud, a Florida limited liability company (“ SCFL ,” and together with CFHC, CLFL, MTDR, each a “ Company ” and collectively, the “ Companies ”), and the Sellers listed on the signature page hereto (the “ Sellers ” and collectively with the Buyer and the Companies, the “ Parties ”).
BACKGROUND
A. The Parties have previously entered into that certain Membership Interest Purchase Agreement, dated as of July 7, 2017, as amended by Amendment No. 1 to the Membership Interest Purchase Agreement, dated November 7, 2017 (as amended, the “ Membership Interest Purchase Agreement ”).
B. The Parties desire to amend the Membership Interest Purchase Agreement to increase the Cash Portion of the Purchase Price, to provide for a non-refundable deposit, to modify the Closing Date provisions and to make certain other amendments related thereto.
C. Pursuant to Section 8.3 of the Membership Interest Purchase Agreement, the Membership Interest Purchase Agreement may be amended by the Parties only by an instrument in writing signed on behalf of the Buyer, the Companies and the Sellers.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to the following:
1. Definitions . All capitalized terms used herein without definition shall have the meanings ascribed to them in the Membership Interest Purchase Agreement, as applicable.
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2. Amendments .
A. The first paragraph of Section 2.1 of the Membership Interest Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in its stead:
“ Purchase and Sale of the Interests . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing each Seller will contribute, sell, transfer and deliver to the Buyer, and the Buyer will purchase and receive from each Seller, all the Interests set forth opposite such Seller’s name on Exhibit A for an aggregate purchase price consisting of (a) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash, (b) the Gross-Up Amount (as defined below), if any, in cash, (c) the Buyer Shares (as defined below), and (d) the Buyer Note (as defined below) (collectively, the “ Purchase Price ”), payable as described below.”
B. Section 2.1(a) of the Membership Interest Purchase Agreement is hereby deleted in its entirety and the following is hereby substituted in its stead:
“(a) The cash portion of the Purchase Price shall be Fourteen Million Five Hundred Thousand Dollars ($14,500,000) payable by the Buyer at the Closing through the delivery to the Sellers of cash in immediately available funds (the “ Cash Portion ”). On or before January 3, 2018, Buyer hereby agrees to pay to the Sellers a non-refundable deposit in the amount of $50,000 (the “ Deposit ”). At Closing, the Deposit shall be applied towards the Cash Portion of the Purchase Price.”
C. The following sentence is hereby added at the end of Section 2.3 of the Membership Interest Purchase Agreement:
“Notwithstanding anything in this Agreement to the contrary, the Closing shall not occur prior to February 1, 2018.”
D. Section 8.1(c) of the Membership Interest Purchase Agreement is hereby deleted in its entirety.
E. The following new sentence is hereby added at the end of Section 8.1 of the Membership Interest Purchase Agreement:
“This Agreement shall automatically terminate (x) if the Deposit is not received by the Sellers on or prior to January 3, 2018 or (y) if the Closing does not occur on or prior to February 28, 2018.”
F. The phrase “by either the Sellers or the Buyer” is hereby deleted from Section 8.2 of the Membership Interest Purchase Agreement.
3. Effect of Amendment . Except as amended as set forth above, the Membership Interest Purchase Agreement shall continue in full force and effect.
4. Counterparts . This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5. Governing Law . This Amendment will be governed by, and construed and enforced in accordance with, the Laws of the State of Florida, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Florida.
[ Remainder of Page Intentionally Left Blank ]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 to the Membership Interest Purchase Agreement as of the date first written above.
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BUYER: |
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1847 FITNESS, INC. |
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| By: | /s/ Ellery Roberts | ||
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Name: |
Ellery W. Roberts | |
| Title: | Chief Executive Officer | ||
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COMPANIES: |
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CENTRAL FLORIDA HEALTH CLUBS, LLC |
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| By: | /s/ Pleasant A. Lewis | ||
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Name: |
Pleasant A. Lewis III | |
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Title: |
Manager | ||
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CLFL, LLC |
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| By: | /s/ Pleasant A. Lewis | ||
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Name: |
Pleasant A. Lewis III | |
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Title: |
Manager | ||
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MTDR LLC |
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| By: | /s/ Pleasant A. Lewis | ||
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Name: |
Pleasant A. Lewis III | |
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Title: |
Manager | ||
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SCFL, LLC |
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| By: | /s/ Pleasant A. Lewis | ||
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Name: |
Pleasant A. Lewis III | |
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Title: |
Manager | ||
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SELLERS : |
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/s/ Pleasant A. Lewis |
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PLEASANT A. LEWIS III |
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| /s/ Kenneth L. Cummings | |||
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KENNETH L. CUMMINGS |
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GGWH INVESTOR GROUP, LLC |
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| By: | /s/ Brett Bossung | ||
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Name: |
Brett Bossung | |
| Title: | Authorized Signatory | ||
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GGWH-CLE INVESTOR GROUP, LLC |
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| By: | /s/ Brett Bossung | ||
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Name: |
Brett Bossung | |
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Title: |
Authorized Signatory | ||
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GGWH-MTDR, LLC |
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| By: | /s/ Brett Bossung | ||
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Name: |
Brett Bossung | |
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Title: |
Authorized Signatory | ||
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GGWH-STC, LLC |
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| By: | /s/ Brett Bossung | ||
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Name: |
Brett Bossung | |
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Title: |
Authorized Signatory | ||
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