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 AND EXCHANGE ACT OF 1934
July 8, 2016 (July 5, 2016)
Date of report (Date of earliest event reported)
HERITAGE GLOBAL INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA
(State or Other Jurisdiction of
Incorporation or Organization)
|
0-17973 |
|
59-2291344 |
|
(Commission File No.) |
|
(I.R.S. Employer Identification No.) |
12625 High Bluff Drive, Suite 305, San Diego, CA 92130
(Address of Principal Executive Offices)
(858) 847-0656
(Registrants Telephone Number, Including Area Code)
N/A
(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:
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 5, 2016, a subsidiary of Heritage Global Inc. (the “Company”), pursuant to a purchase and sale agreement (the “Agreement”) with International Auto Processing, Inc., (“IAP”), as previously announced in the Company’s annual report filed on Form 10-K with the Securities and Exchange Commission (“SEC”) on March 17, 2016, and as assigned on June 16, 2016 from IAP to International Investments and Infrastructure, LLC (“III”), completed the sale of its real estate inventory for $4,100,000. Additionally, in accordance with the Agreement, the previously existing lease agreement between the Company and an affiliate of III was terminated effective July 5, 2016 in conjunction with the closing of the sale.
The Company’s real estate inventory was comprised of an industrial facility in Georgia. The Company does not have a relationship with III other than in respect of the Agreement.
The $4,100,000 purchase price for the asset was paid by III in cash. In connection with the completion of the sale, on July 7, 2016, the Company repaid $2,500,000 of outstanding principal, plus accrued interest, on its third party loan (the “Loan”) and terminated the loan agreement with its unrelated third party creditor, Harvey Frisch (the “Creditor”). The Loan, which was originally entered into in 2014 with the Creditor, bore interest at 6% annually, was originally due January 2015, and was subsequently extended to January 2016, and then to January 2017. The Company did not incur any early termination penalties or other costs in connection with the debt extinguishment. The Company does not have a relationship with the Creditor other than in respect of the Loan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
|
10.24 |
|
Purchase and Sale Agreement between 737 Gerrard Road, LLC and International Auto Processing Inc., effective as of March 11, 2016 (incorporated by reference to our Annual Report on Form 10-K for the period ended December 31, 2015.) |
|
10.25 |
|
Assignment of Purchase and Sale Agreement by International Auto Processing, Inc. to International Investments and Infrastructure, LLC, effective as of June 16, 2016. |
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 thereunto duly authorized.
|
|
Heritage Global Inc. |
|
|
|
|
|
|
Date: July 8, 2016 |
By: |
/s/ Scott A. West |
|
|
Name: |
Scott A. West |
|
|
Title: |
Chief Financial Officer |
Exhibit 10.25
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT is made as of the 16th day of June, 2016, by INTERNATIONAL AUTO PROCESSING, INC., a Georgia corporation (“Assignor”) , to INTERNATIONAL INVESTMENTS AND INFRASTRUCTURE, LLC, a Georgia limited liability company (“Assignee”) .
W I T N E S S E T H :
WHEREAS, Assignor is the Purchaser under that certain Purchase and Sale Agreement by and between Assignor and 737 Gerrard Road, LLC (“Seller”) dated March 11, 2016, as amended by that certain Amendment to Purchase & Sale Agreement dated June 3, 2016 (as amended, the “Contract” ), with respect to that certain real estate in Franklin County, Georgia, as more particularly described therein (the “Property” ); and
WHEREAS, Assignor desires to assign and transfer all of its rights, title and obligations as Purchaser under the Contract to Assignee, and Assignee desires to assume all of Assignor’s rights, title and obligations as Purchaser under the Contract.
NOW, THEREFORE, for and in consideration of the sum of One and No/100 Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby transfer and assign to Assignee all of Assignor’s right, title and interest in, to and under the Contract.
Assignor does hereby warrant, represent, covenant and agree with Assignee that, as of the date hereof, (i) Assignor has not entered into any other contracts or agreements with the other parties to the Contract relating to or affecting said Contract or the subject matter thereof; (ii) Assignor has not previously assigned, transferred, sold or conveyed its interest under the Contract; (iii) Assignor has not entered into any agreement to modify, amend, cancel, release, surrender or terminate the Contract except for those amendments referenced in the foregoing recitals (if any), of which Assignor has delivered a copy to Assignee; (iv) to the best of Assignor’s knowledge, (a) Seller is not in default under any of the terms, covenants or provisions of the Contract, (b) Seller has not committed any breach of the Contract, (c) no event or circumstance exists which, but for the passage of time, or the giving of notice, or both, would constitute an event of default by Seller under the Contract, (d) Assignor is not in default under any of the terms, covenants or provisions of the Contract, (e) Assignor has not committed any breach of the Contract, and (f) no event or circumstance exists which, but for the passage of time, or the giving of notice, or both, would constitute an event of default by Assignor under the Contract.
This Assignment shall be binding upon the respective successors, successors-in-title, legal representatives and assigns of the Assignor and shall inure to the benefit of Assignee and its successors and assigns. Notwithstanding the foregoing, pursuant to the terms of the Contract, Assignor shall remain liable under the Contract.
[Signature page follows.]
[Signature page to Assignment of Purchase and Sale Agreement]
IN WITNESS WHEREOF, the Assignor and Assignee have caused this Assignment to be duly executed as of the day and year first above written.
|
ASSIGNOR : |
||
|
|
||
|
INTERNATIONAL AUTO PROCESSING, INC. |
||
|
|
|
|
|
By: |
|
/s/ Frederick W. Newton |
|
Name: |
|
Frederick W. Newton |
|
Its: |
|
Chairman of the Board of Directors |
|
ASSIGNEE : |
||
|
|
||
|
INTERNATIONAL INVESTMENTS AND INFRASTRUCTURE, LLC |
||
|
|
|
|
|
By: |
|
INTERNATIONAL AUTO PROCESSING, INC. |
|
Its: |
|
Sole Manager |
|
|
|
|
|
By: |
|
/s/ Frederick W. Newton |
|
Name: |
|
Frederick W. Newton |
|
Its: |
|
Chairman of the Board of Directors |