8-K
1847 Holdings LLC (LBRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): August
28, 2023 (August 30, 2023)
| 1847 Holdings LLC | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41368 | 38-3922937 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 590 Madison Avenue, 21st Floor, New York, NY | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (212) 417-9800 | ||
| --- | ||
| (Registrant's telephone number, including area code) | ||
| (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:
| ☐ | 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 240.14a-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 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares | EFSH | NYSE American LLC |
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 ☐
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 28, 2023, 1847 Holdings LLC, a Delaware limited liability company (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with MC Parent, LLC, a Delaware limited liability company (“Master Cutlery”) and certain other parties set forth in the Agreement (each a “Seller”). Pursuant to the Agreement, each Seller agreed to sell its membership interests or other equity securities of Master Cutlery. The purchase price consists of (i) $1.00, and (ii) the payment of outstanding indebtedness of Master Cutlery and transaction expenses, provided that such amount does not exceed $4,500,000.
Founded in 1982, Master Cutlery is a U.S. based designer and supplier of knives and other products within the everyday, carry, hunting, fishing tactical and general outdoor market. Master Cutlery is a market leader with a portfolio of 17 proprietary and licensed brands and over 2,600 SKUs across 100+ product segments with the majority designed exclusively by Master Cutlery or for Master Cutlery. Master Cutlery has established a market leading position through 40+ years of offering products that are well known for their quality, modern design and outstanding value. Master Cutlery has established an omnichannel footprint and is present in all major industry channels, including e-commerce, retail, distributors and direct to consumer. Master Cutlery holds extensive intellectual property, including patent-pending knife-locking mechanisms and exchangeable blade systems that are unique in the marketplace.
The Agreement contains customary representations and warranties of the Company and Master Cutlery relating to their respective businesses, in each case generally subject to knowledge and materiality qualifiers. Additionally, the closing of the Agreement is subject to customary closing conditions, including, without limitation, the receipt of all authorizations and consents; the receipt of any required consents of any third parties; the release of any security interests; the Company obtaining the requisite acquisition financing; and delivery of certificates and other closing documents required for the transfer of the equity interests of Master Cutlery to the Company. The Company may assign its rights under the contract to a subsidiary or other affiliate.
The representations and warranties of the Company and Master Cutlery contained in the Agreement will not survive the closing, and from and after the closing, the Company and Master Cutlery will not have any further obligations, nor shall any claim be asserted or action be brought against the Company or their respective representatives with respect thereto. The covenants and agreements made by the Company and Master Cutlery in the Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the closing, except for those covenants and agreements contained therein that by their terms apply or are to be performed in whole or in part after the closing (which such covenants shall survive the closing and continue until fully performed in accordance with their terms).
Item 8.01 Other Events.
On August 30, 2023, the Company issued a press release announcing the Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued on August 30, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| Date: August 31, 2023 | 1847 HOLDINGS LLC | |
|---|---|---|
| /s/ Ellery W. Roberts | ||
| Name: | Ellery W. Roberts | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
1847 Holdings to AcquirePremier Consumer Products Company with Revenue in Excess of $20 Million and Positive EBITDA in 2022
Acquisition to be Fundedwithout the Issuance of Any Common Stock or Dilutive Equity
Egan-Jones Affirms BBB+Rating on Company’s Senior Credit Facility
NEWYORK, NY / ACCESSWIRE / August 30, 2023 / 1847 Holdings LLC (“1847” or the “Company”) (NYSE American: EFSH), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, today announced that it has signed a definitive agreement to a acquire a premier consumer products company in the United States (the “Target”).
The Target generated unaudited revenue in excess of $20 million and positive EBITDA in 2022. The acquisition is expected to be funded without the issuance of any common stock or dilutive equity and is expected to be completed before the end of the third quarter of 2023, subject to customary closing conditions.
Mr. Ellery W. Roberts, CEO of 1847, commented, “We are excited to add this consumer products company, with its solid revenue, attractive margins and positive EBITDA, to our portfolio of cash flow positive companies. The Target is positioned to execute on several near-term, attractive growth opportunities, as well as operational enhancements that are expected to drive higher sales and margins. The Target also provides meaningful cross-selling and co-branding opportunities across our portfolio companies.”
“Our agreement to acquire the Target without issuing any equity is a further illustration of our commitment to driving long-term shareholder returns. Moreover, as previously announced, we are advancing plans to restructure our outstanding convertible notes with current investors. These steps are expected to significantly enhance our capital structure. While these funding mechanisms were necessary as we built our foundation, we are now in a stronger financial position, which has allowed us to secure more favorable financing terms by properly leveraging debt. Moreover, we expect our projected cash flow will allow us to resume our dividends and opportunistically repurchase stock in the future, subject to establishing a stock buyback plan and future market conditions. Notably, Egan-Jones recently affirmed their BB+ rating on our senior credit facility, which we believe is an important third-party validation of the strength of our balance sheet. Overall, we believe we are on solid footing and remain committed to full transparency. I believe the fact that I have and continue to purchase shares of the Company in open market should illustrate my own conviction and confidence in the outlook for the business.”
Additional details on the definitive agreement will be available upon the filing of a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission and available on the Company’s website once filed.
About 1847 HoldingsLLC
1847 Holdings LLC (NYSE American: EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings' investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as "solid" for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings' ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.
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Forward-Looking Statements
This press release may contain information about 1847 Holdings' view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in "Risk Factors" included in our SEC filings.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com