Information Services Group Completes Acquisition

TL;DR

ISG just bought a new business unit, details to follow.

AI Summary

On October 1, 2024, Information Services Group, Inc. announced the completion of its acquisition of a business unit from a third party. The filing indicates this transaction involved a material definitive agreement and potentially a disposition of assets. Specific financial details and the name of the acquired business unit were not disclosed in this initial filing.

Why It Matters

This acquisition signifies Information Services Group's strategic growth and expansion into new business areas, which could impact its market position and future revenue streams.

Risk Assessment

Risk Level: medium — The acquisition involves a material definitive agreement, suggesting significant financial commitments and integration challenges, but specific details are limited.

Key Players & Entities

• Information Services Group, Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• 2187 Atlantic Street Stamford, CT 06902 (address) — Principal executive offices
• 203-517-3100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Shares of Common Stock, $0.001 par value III The Nasdaq Stock Marke
• $27 million — tstanding common stock of Alsbridge for $27 million in an all-cash transaction ("Purchase P
• $20 million — vices business. Of the Purchase Price, $20 million in cash was paid at closing and $7 mill
• $7 million — million in cash was paid at closing and $7 million was deposited into a third-party escrow
• $4 million — arty escrow account with Citibank, N.A. $4 million of the escrowed amount will be released
• $3 million — of the foregoing actions. The remaining $3 million of the escrowed amount will be released

Filing Documents

• tm2425402d1_8k.htm (8-K) — 33KB
• tm2425402d1_ex2-1.htm (EX-2.1) — 465KB
• tm2425402d1_ex99-1.htm (EX-99.1) — 21KB
• tm24254021d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-105478.txt ( ) — 813KB
• iii-20241001.xsd (EX-101.SCH) — 3KB
• iii-20241001_lab.xml (EX-101.LAB) — 33KB
• iii-20241001_pre.xml (EX-101.PRE) — 22KB
• tm2425402d1_8k_htm.xml (XML) — 3KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 1, 2024, Information Services Group, Inc., a Delaware corporation ("ISG" or the "Company"), through its wholly owned subsidiary ISG Information Services Group Americas, Inc., a Texas corporation ("ISG Americas" or "Seller"), completed the sale of Alsbridge Holdings, Inc., a Delaware corporation ("Alsbridge"), to UST Global Inc, a Delaware corporation ("Buyer"), pursuant to the terms of a share purchase agreement (the "Share Purchase Agreement") by and among ISG Americas, Buyer and, solely for purposes of Section 10.16 of the Share Purchase Agreement (Guarantee), the Company. Pursuant to the Share Purchase Agreement, Buyer acquired all of the outstanding common stock of Alsbridge for $27 million in an all-cash transaction ("Purchase Price"). The sale of Alsbridge to Buyer effected the divestiture of the Company's automation unit (the "Divestiture"). Following the Divestiture, the Company will continue to own and operate the other components of its core digital transformation services business. Of the Purchase Price, $20 million in cash was paid at closing and $7 million was deposited into a third-party escrow account with Citibank, N.A. $4 million of the escrowed amount will be released within 90 days of closing of the transaction based upon receipt of a consent, delivery of a notice, or entering into a spin-off agreement with a list of customers whose contract requires one of the foregoing actions. The remaining $3 million of the escrowed amount will be released following the end of the first quarter ending March 31, 2025 based upon Alsbridge achieving a revenue target for the period from October 1, 2024 to March 31, 2025. The Share Purchase Agreement contains customary representations, warranties and covenants for transactions of this size and scope. ISG Americas and Buyer have agreed to indemnify each other for losses arising from certain breaches of the Share Purchase Agreement and for certain

01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. REGULATION FD DISCLOSURE

ITEM 7.01. REGULATION FD DISCLOSURE. On October 1, 2024, the Company issued a press release announcing the Divestiture, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and 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, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" which represent the current expectations and beliefs of management of ISG concerning future events and their potential effects. Statements contained herein including words such as "anticipate," "believe," "contemplate," "plan," "estimate," "target," "expect," "intend," "will," "continue," "should," "may," and other similar expressions are "forward-looking future results and are subject to certain risks and uncertainties, many of which are beyond the control of ISG, its directors and its management, that could cause actual results to differ materially from those anticipated, including, without limitation: (1) the occurrence of any event, change or other circumstance that could affect ISG's rights or obligations under the Share Purchase Agreement, (2) risks related to the disruption of management's attention from ISG's ongoing business operations due to the Divestiture and ISG's obligations under the Share Purchase Agreement, (3) risks that the Divestiture may disrupt current plans and operations and any potential difficulties in employee retention as a result and (4) the effect of the announcement of the transaction on ISG's relationships with its customers and suppliers and on its business generally. Certain of these and other applicable risks, cautionary filings with the U.S. Securities and Exchange Commission. ISG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d)Exhibit. Exhibit No. Description 2.1* Share Purchase Agreement, dated October 1, 2024, by and among ISG Information Services Group Americas, Inc., UST Global Inc and, solely for purposes of Section 10.16 of the Share Purchase Agreement (Guarantee), Information Services Group, Inc. 99.1 Press Release, dated October 1, 2024. 104 Cover Page Interactive Data file - the cover page iXBRL tags are embedded within the inline XBRL document. * Certain exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon request.

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. Dated: October 2, 2024 INFORMATION SERVICES GROUP, INC. By: /s/ Michael P. Connors Michael P. Connors Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR