8-K

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): May 19, 2023

Registrant’s telephone number, including area code: (516) 608-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions ( see General Instruction A.2 below):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

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          ☐

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.          ☐

On May 19, 2023 (the “Closing Date”), a wholly-owned subsidiary (the “Purchaser”) of Global Industrial Company (the “Company”) entered into and completed certain transactions contemplated by a Securities Purchase Agreement (the “Purchase Agreement”) with the holder (the “Seller”) of 100% of the issued and outstanding equity interests (both voting and economic) of Indoff (“Indoff”), and certain direct and indirect owners of the Seller who beneficially own Indoff through the Seller (the “Seller Owners”). Pursuant to the Purchase Agreement, among other things, the Purchaser acquired 100% of the issued and outstanding equity interests (both voting and economic) of Indoff in exchange for a cash purchase price (subject to adjustment for closing expenses and leakage) of approximately $69.2 million. The Company funded the purchase price from the Company’s existing credit facility and cash on hand.

The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type, size and nature, including customary non-compete, non-solicitation, non-disparagement and non-hire covenants binding on the Seller and the Seller Owners, preventing such persons from participating in certain competitive activities for a period of five years following the Closing Date. Subject to certain limitations in the Purchase Agreement, the Seller and the Seller Owners are required to indemnify and defend the Purchaser and its affiliates (including the Company) for certain losses resulting from breaches or inaccuracies of the Seller’s and the Seller Owners’ representations, warranties and covenants made in the Purchase Agreement and for certain other matters, in each case, as set forth in the Purchase Agreement. A portion of the purchase price in an amount equal to $5,193,750 in cash was deposited into an escrow account for a limited time to satisfy certain claims for indemnification that the Purchaser may have under the Purchase Agreement.

The Purchase Agreement is incorporated by reference herein to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Purchaser, the Seller, the Seller Owners, Indoff or their respective affiliates (as applicable). The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors or from what may be viewed as material by investors. 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 parties or any of their respective affiliates (as applicable). Moreover, information concerning the subject matter of the representations and warranties may change after the date hereof, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing description of the Purchase Agreement, and the transactions contemplated thereby, is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement. The Company expects to file the Purchase Agreement as an exhibit to its quarterly report on Form 10-Q for the quarter ended June 30, 2023.

On May 22, 2023, the Company issued a press release announcing the acquisition of 100% of the issued and outstanding equity interests (both voting and economic) of Indoff for a cash purchase price of approximately $69.2 million, which cash purchase price represents an implied multiple of approximately 7.3 times Indoff’s pre-tax income for calendar year 2022.

The press release is furnished as Exhibit 99.1 hereto. The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit Index

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.

Document

Exhibit 99.1

Global Industrial Acquires Indoff Inc.

-Provides New Sales Channel and Diversifies Customer Base-

PORT WASHINGTON, NY, May 22, 2023 – Global Industrial Company (NYSE:GIC), a value-added national distributor of industrial products and MRO supplies, today announced that it has acquired 100% of the issued and outstanding equity interests of Indoff (“Indoff”) for approximately $69.2 million in cash. The acquisition was funded from the Company’s existing credit facility and cash on hand. Indoff generated revenue of approximately $180 million in 2022.

Barry Litwin, Chief Executive Officer of Global Industrial Company, said, “Indoff is a strong and growing company and provides a great strategic fit with Global Industrial’s business and multi-channel sales model. Indoff’s network of more than 350 sales partners extends our one-to-one sales reach to new customers and markets. In addition, strong core product alignment in material handling, indoor and outdoor furniture, storage and shelving, appliances, and other core categories, along with new service capabilities and project related expertise, further strengthens our overall value proposition. We see a number of opportunities to enhance the value we collectively provide, including opening a new channel to deliver Global’s Exclusive Brand offering and national brand assortment, and the broader utilization of B2B e-commerce platforms. We are excited to welcome Indoff’s employees and customers to the Global Industrial family and look forward to supporting their continued success.”

“This is an exciting time for our employees and our customers,” said Jim Malkus, Chief Executive Officer of Indoff. “As part of Global Industrial, we will be in a stronger position to drive the value we provide our customers and support the continued expansion of the business.”

Indoff will continue to operate under its current brand and leadership team as a wholly-owned subsidiary of Global Industrial Company.

About Indoff Company

Headquartered in St. Louis, Missouri, Indoff is a value-added business solutions provider and distributor serving businesses across the U.S. and parts of Canada. For the past 50 years, Indoff has provided customers with an extensive range of business solutions, including material handling/warehouse solutions, commercial interiors, and business and promotional products. Indoff goes to market through its expert national sales network of sales professionals and relationships with hundreds of manufacturers, wholesalers, and service providers.

About Global Industrial Company

Global Industrial Company (NYSE:GIC), through its operating subsidiaries, is a value-added distributor. For more than 70 years, Global Industrial has gone the extra mile for its customers and offers more than a million industrial and MRO products, including its own Global Industrial Exclusive Brands™. With

extensive product knowledge and a solutions-based approach, Global Industrial helps customers solve problems and be more successful. At Global Industrial, "We can supply that®".

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Any such statements that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's estimates, assumptions and projections and are not guarantees of future performance. When used in this release, the words "anticipates," "believes," "estimates," "expects," "intends," and "plans" and variations thereof and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this report include statements about the anticipated benefits, opportunities and effects of the Indoff acquisition and are based on the Company’s beliefs and expectations as of the date of this report and are subject to risks and uncertainties which may have a significant impact on the Company’s business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain and undue reliance should not be placed on them. Important risk factors that may affect our future results of operations and financial condition are detailed from time to time in our Securities and Exchange Commission filings. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events, except as may be required by applicable law.

Investor/Media Contact:

Mike Smargiassi/ Ryan Golden

The Plunkett Group

212-739-6729

mike@theplunkettgroup.com/ ryan@theplunkettgroup.com