Acacia Research Corp Files 8-K for Material Agreement

TL;DR

Acacia Research Corp just filed an 8-K for a material agreement and asset deal. Big moves happening.

AI Summary

On October 18, 2024, Acacia Research Corporation entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreement, acquisition, and financial obligations are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Acacia Research Corp, potentially involving asset transactions and new financial commitments that could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition/disposition, suggesting significant corporate actions with potential financial implications that warrant further investigation.

Key Players & Entities

• ACACIA RESEARCH CORP (company) — Registrant
• October 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-37721 (commission_file_number) — SEC File Number
• 95-4405754 (irs_number) — I.R.S. Employer Identification No.
• 767 Third Avenue, 6th Floor New York, NY 10017 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 ACTG The Nasdaq Stock Market, LLC
• $103.7 m — Sellers in the Transaction consisted of $103.7 million, subject to certain working capit
• $55.0 million — sidiaries as guarantors, entered into a $55.0 million amended and restated credit agreement (
• $48.0 million — ted Credit Agreement provides for (i) a $48.0 million secured term loan (the "Term Loan") wit
• $7.0 million — ity date of October 18, 2029 and (ii) a $7.0 million secured revolving credit facility (the
• $80.0 million — vide for an aggregate facility of up to $80.0 million. The Facility is secured by substantial
• $5.0 million — atio of consolidated debt (net of up to $5.0 million of unrestricted cash) to consolidated a
• $131 million — ecto generated revenue of approximately $131 million. Based on current market conditions and
• $128 — ects Deflecto to generate approximately $128-$136 million in revenue and approximate
• $136 million — Deflecto to generate approximately $128-$136 million in revenue and approximately $17.5-$19.
• $17.5 — 36 million in revenue and approximately $17.5-$19.5 million of EBITDA in 2024. EBITDA
• $19.5 million — lion in revenue and approximately $17.5-$19.5 million of EBITDA in 2024. EBITDA is a non-GAAP

Filing Documents

• tm2426513d1_8k.htm (8-K) — 52KB
• tm2426513d1_ex2-1.htm (EX-2.1) — 551KB
• tm2426513d1_ex10-1.htm (EX-10.1) — 1212KB
• tm2426513d1_ex99-1.htm (EX-99.1) — 16KB
• tm2426513d1_ex10-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-110071.txt ( ) — 2394KB
• actg-20241018.xsd (EX-101.SCH) — 3KB
• actg-20241018_lab.xml (EX-101.LAB) — 33KB
• actg-20241018_pre.xml (EX-101.PRE) — 22KB
• tm2426513d1_8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based upon the Company's current expectations and speak only as of the date hereof. All statements, other than statements of historical fact are forward-looking statements. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "opportunity," "outlook," "plan," "positioned," "project," "seek," "should," "target," "will," "would," or similar words may be used to identify forward-looking statements; however, the absence of these words does not mean that the statements are not forward-looking. In particular, Deflecto's expected revenue and EBITDA for 2024 are forward-looking statements. While Acacia believes its assumptions concerning future events are reasonable, a number of factors could cause actual results to differ materially from those projected, including, but not limited to: any inability to retain employees and management team(s) at Deflecto; any inability to successfully integrate Deflecto; facts that were not revealed in the due diligence process in connection with the acquisition of Deflecto; disruptions or uncertainty caused by changes to Deflecto's management team; Deflecto's future results of operations, inflationary pressures, supply chain disruptions or labor shortages; non-performance by third parties of contractual or legal obligations; changes in the Company's credit ratings; hazards such as weather conditions, a health pandemic (similar to COVID-19), acts of war or terrorist acts and the government or military response thereto; security threats, including cybersecurity threats and disruptions to the Company's business and operations from breaches of information technology systems, or breaches of information techno

forward-looking statements are qualified in their entirety by this cautionary statement

forward-looking statements are qualified in their entirety by this cautionary statement. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial statements of businesses acquired . The financial statements required by Item 9.01(a) of Form 8-K and Regulation S-X will be filed by an amendment to this Form 8-K. The amendment will be filed with the SEC no later than 71 calendar days after the date this Form 8-K is required to be filed with the SEC. (b) Pro forma financial information The pro forma financial information required by Item 9.01(b) of Form 8-K and Regulation S-X will be filed by an amendment to this Form 8-K. The amendment will be filed with the SEC no later than 71 calendar days after the date this Form 8-K is required to be filed with the SEC. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Stock Purchase Agreement, dated October 18, 2024, by and among Deflecto Holdco LLC. as Purchaser, Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the "Sellers"), Deflecto Acquisition, Inc. and the Sellers' Representative named therein 10.1* Amended and Restated Credit Agreement, dated October 18, 2024, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 99.1 Press Release, dated October 21, 2024, of Acacia Research Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment for any schedules or exhibits so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 21, 2024 ACACIA RESEARCH CORPORATION By: /s/Jason Soncini Name: Jason Soncini Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR