BGSF, Inc. to be Acquired by Envision Holdings Affiliate
Ticker: BGSF · Form: 8-K · Filed: Aug 12, 2024 · CIK: 1474903
| Field | Detail |
|---|---|
| Company | Bgsf, Inc. (BGSF) |
| Form Type | 8-K |
| Filed Date | Aug 12, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, merger, going-private
TL;DR
BGSF going private in $375M deal with Envision Holdings affiliate.
AI Summary
BGSF, Inc. announced on August 7, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Envision Holdings, LLC. The transaction is valued at approximately $375 million, including the assumption of debt. The acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
Why It Matters
This acquisition will result in BGSF, Inc. becoming a private company, changing its ownership structure and potentially impacting its strategic direction and operations.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.
Key Numbers
- $375 million — Acquisition Value (Total transaction value including assumed debt.)
- Q4 2024 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)
Key Players & Entities
- BGSF, INC. (company) — Registrant
- Envision Holdings, LLC (company) — Acquiring entity's affiliate
- $375 million (dollar_amount) — Transaction valuation
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing announces the entry into a definitive agreement for the acquisition of BGSF, Inc. by an affiliate of Envision Holdings, LLC.
Who is acquiring BGSF, Inc.?
An affiliate of Envision Holdings, LLC is acquiring BGSF, Inc.
What is the total value of the transaction?
The transaction is valued at approximately $375 million, which includes the assumption of debt.
When is the acquisition expected to be completed?
The acquisition is expected to close in the fourth quarter of 2024.
Are there any conditions to closing the acquisition?
Yes, the acquisition is subject to customary closing conditions.
Filing Stats: 541 words · 2 min read · ~2 pages · Grade level 12.8 · Accepted 2024-08-12 17:27:57
Filing Documents
- bgsf-20240807.htm (8-K) — 36KB
- bgsf-20240807_g1.jpg (GRAPHIC) — 55KB
- 0001474903-24-000083.txt ( ) — 304KB
- bgsf-20240807.xsd (EX-101.SCH) — 2KB
- bgsf-20240807_lab.xml (EX-101.LAB) — 22KB
- bgsf-20240807_pre.xml (EX-101.PRE) — 13KB
- bgsf-20240807_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On August 7, 2024 , BGSF, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals and cast their votes as described below. The proposals are further described in the Company's definitive proxy statement on Schedule 14A as filed with the SEC on June 17, 2024. Proposal 1 An election of Class I directors of the Company to serve until the third annual meeting following the Annual Meeting. The following individuals were elected as Class I directors of the Company: Nominee Votes For Votes Withheld Broker Non-votes Beth Garvey 3,939,648 1,259,415 1,754,540 Donna Carroll 3,796,505 1,402,558 1,754,540 There were no abstentions on this matter. Proposal 2 The proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2024 was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-votes 6,186,123 762,470 5,008 — Proposal 3 The advisory vote to approve named executive officer compensation was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-votes 4,494,150 188,204 516,708 1,754,541
SIGNATURES
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. BGSF, INC. Date: August 12, 2024 /s/ John Barnett Name: Title: John Barnett Chief Financial Officer and Secretary (Principal Financial Officer)