Kelly Services Files 8-K: Material Agreement, Reg FD, Exhibits

TL;DR

Kelly Services (KELYA) filed an 8-K on May 2nd, reporting a material agreement and other disclosures.

AI Summary

Kelly Services, Inc. filed an 8-K on May 3, 2024, reporting on events that occurred on May 2, 2024. The filing indicates the entry into a material definitive agreement, a Regulation FD disclosure, and the filing of financial statements and exhibits. Specific details of the material definitive agreement were not disclosed in the provided text.

Why It Matters

This filing signals significant corporate activity for Kelly Services, potentially impacting its business operations and investor relations.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events without immediate negative or positive financial implications disclosed.

Key Players & Entities

• KELLY SERVICES INC (company) — Filer
• May 2, 2024 (date) — Earliest event reported
• May 3, 2024 (date) — Date of report
• 999 West Big Beaver Road, Troy, Michigan 48084 (address) — Principal executive offices

FAQ

Key Financial Figures

• $425 m — ents. Kelly will pay cash at close of $425 million, subject to customary adjustments
• $60 million — on, further cash consideration of up to $60 million may be due in the second quarter of 202

Filing Documents

• kelya-20240502.htm (8-K) — 32KB
• pressrelease5324.htm (EX-99.1) — 25KB
• logo.jpg (GRAPHIC) — 45KB
• 0000055135-24-000010.txt ( ) — 291KB
• kelya-20240502.xsd (EX-101.SCH) — 2KB
• kelya-20240502_def.xml (EX-101.DEF) — 17KB
• kelya-20240502_lab.xml (EX-101.LAB) — 29KB
• kelya-20240502_pre.xml (EX-101.PRE) — 17KB
• kelya-20240502_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 2, 2024, Kelly Services, Inc. ("Kelly"), MRP Merger Sub, Inc. ("Merger Sub"), a newly-formed, wholly-owned subsidiary of Kelly, MRP Topco Inc. ("Topco"), the indirect parent company of Motion Recruitment Partners, LLC ("Motion"), and Littlejohn Fund V, L.P. ("Littlejohn"), in its capacity as the securityholders' representative, entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby Kelly would indirectly acquire 100% of the equity interests in Motion by way of a merger of Merger Sub with and into Topco, with Topco surviving the merger (the "Merger"). Motion is parent company to a group of leading global talent solution providers , including Motion Consulting Group, Motion Telco, Tech in Motion, TG Federal, and Sevenstep. Littlejohn is the majority owner of Topco. Littlejohn & Co., LLC is a Greenwich, Connecticut-based investment firm focused on private equity and debt investments. Kelly will pay cash at close of $425 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. In addition, further cash consideration of up to $60 million may be due in the second quarter of 2025 if certain conditions are satisfied during an earn-out period ending on March 31, 2025. The earn-out payment is based on a multiple of gross profit in excess of an agreed-upon amount during the earnout period. The Merger Agreement contains representations and warranties and covenants customary for a transaction of this nature. The consummation of the Merger is subject to customary closing conditions, including the expiry of certain regulatory waiting periods, the absence of any law, injunction or other order prohibiting the Merger, the accuracy of the representations and warranties of each party (subject to materiality qualifiers) and the compliance by each party with its covenants in all material respects. Currently, Kelly expects that the transaction will

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 3, 2024, Kelly issued a press release announcing the agreement with Littlejohn. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated May 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. May 3, 2024 /s/ Vanessa P. Williams Vanessa P. Williams Senior Vice President, General Counsel and Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR