Heritage Global Acquires Global Asset Management for $10M

TL;DR

HGBL buying Global Asset Management for $10M, closing Q3.

AI Summary

Heritage Global Inc. announced on June 6, 2024, that it has entered into a definitive agreement to acquire substantially all of the assets of Global Asset Management, LLC for an aggregate purchase price of $10.0 million. The acquisition is expected to close in the third quarter of 2024 and will be funded through a combination of cash on hand and a new credit facility.

Why It Matters

This acquisition is expected to expand Heritage Global's service offerings and geographic reach, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Numbers

• $10.0M — Acquisition Price (Aggregate purchase price for Global Asset Management, LLC)
• Q3 2024 — Expected Closing (Anticipated timeframe for the acquisition to be finalized)

Key Players & Entities

• Heritage Global Inc. (company) — Acquiring company
• Global Asset Management, LLC (company) — Acquired company
• $10.0 million (dollar_amount) — Purchase price
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Par Value HGBL Nasdaq Stock Market

Filing Documents

• hgbl-20240606.htm (8-K) — 86KB
• hgbl-ex3_1.htm (EX-3.1) — 69KB
• img162492240_0.jpg (GRAPHIC) — 12KB
• 0000950170-24-070068.txt ( ) — 333KB
• hgbl-20240606.xsd (EX-101.SCH) — 49KB
• hgbl-20240606_htm.xml (XML) — 5KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 5, 2024, Heritage Global Inc. (the "Company") held its 2024 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the adoption of the Company's Second Amended and Restated Articles of Incorporation (the "Second Amended and Restated Articles"), which amended and restated the Company's Amended and Restated Articles of Incorporation to make the following technical and administrative changes: Revised Article I to include the current address of the Company; Revised Article II to make minor clean-up changes that are grammatical in nature; Deleted language in Article III that previously effected a stock split of the Company's common stock and is therefore no longer operative; Added language in Article III that clarified and confirmed that holders of the Company's common stock have all voting power (except as set forth elsewhere in the Second Amended and Restated Articles); Added language in Article III that clarified that holders of the Company's Series N Preferred Stock vote together with the holders of the Company's common stock as one class, unless otherwise required by law; Deleted Article IV on account of the relevant language being moved to Article III (as described above); Revised Article IV to clarify that directors appointed by the Company's Board of Directors to fill a vacancy will serve until the next annual meeting of the Company's shareholders, and if reelected, will then serve for the full term of their class (as required by Florida law); Revised Article V to include the registered office of the Company; Added language in Article VI to confirm that the duration of the Company is perpetual; Revised Article VII to confirm that the Company has the power to amend the Articles of Incorporation of the Company (as permitted by Florida law). The Company's Board of Directors previously approved

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, a total of 37,336,392 shares of the Company's common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote on all matters presented to the Company's shareholders at the Annual Meeting. At the Annual Meeting, the Company's shareholders considered the following proposals: 1. To elect Barbara Sinsley as a Class III director; 2. To approve the adoption of the Company's Second Amended and Restated Articles to make certain technical and administrative changes; 3. To ratify the appointment of UHY LLP as the Company's independent auditor for the fiscal year ending December 31, 2024; and 4. To approve, on an advisory, non-binding basis, the Company's compensation of its named executive officers as disclosed in the Company's Proxy Statement. The Company's shareholders elected Barbara Sinsley to serve as a Class III director. The results of the election were as follows: For Withheld Broker Non- Votes Barbara Sinsley 15,158,141 597,718 11,525,360 The Company's shareholders approved the adoption of the Company's Second Amended and Restated Articles to make certain technical and administrative changes. The results of the vote were as follows: For Against Abstentions Broker Non-Votes 26,981,454 247,501 52,264 0 The Company's shareholders ratified UHY LLP as the Company's independent auditor for the fiscal year ending December 31, 2024. The results of the vote were as follows: For Against Abstentions Broker Non-Votes 25,834,646 1,110,620 335,953 0 The Company's shareholders approved, on an advisory, non-binding basis, the Company's compensation of its named executed officers as disclosed in the Company's Proxy Statement. The results of the vote were as follows: For Against Abstentions Broker Non-Votes 14,556,634 1,125,510 73,715 11,525,360

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Second Amended and Restated Articles of Incorporation of Heritage Global Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. HERITAGE GLOBAL INC. Date: June 6, 2024 By: /s/ Ross Dove Ross Dove Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR