SilverSun Technologies, Inc. Announces Special Meeting for $1 Billion Investment
Ticker: QXO-PB · Form: DEF 14A · Filed: Apr 30, 2024 · CIK: 1236275
| Field | Detail |
|---|---|
| Company | Silversun Technologies, Inc. (QXO-PB) |
| Form Type | DEF 14A |
| Filed Date | Apr 30, 2024 |
| Risk Level | medium |
| Pages | 13 |
| Reading Time | 16 min |
| Key Dollar Amounts | $1,000,000,000, $900,000,000, $17,400,000, $2,500,000, $3.27 |
| Sentiment | bullish |
Sentiment: bullish
Topics: Investment Agreement, Equity Investment, Special Meeting, Jacobs Private Equity, Business Strategy
TL;DR
<b>SilverSun Technologies is holding a special meeting to approve a $1 billion investment from Jacobs Private Equity II and other investors, replacing a previous agreement and canceling a planned business spin-off.</b>
AI Summary
SilverSun Technologies, Inc. (QXO-PB) filed a Proxy Statement (DEF 14A) with the SEC on April 30, 2024. SilverSun Technologies, Inc. will hold a Special Meeting on May 30, 2024, at 9:00 a.m. ET. The company entered into an Amended and Restated Investment Agreement on April 14, 2024. Investors, including Jacobs Private Equity II, LLC (JPE), will invest an aggregate of $1,000,000,000 in cash. JPE will contribute $900,000,000 of the total investment. The new agreement supersedes a prior agreement from December 3, 2023, and cancels a planned spin-off of the company's existing business.
Why It Matters
For investors and stakeholders tracking SilverSun Technologies, Inc., this filing contains several important signals. This $1 billion investment is a significant capital infusion that could fundamentally alter SilverSun's financial structure and growth prospects. The cancellation of the spin-off indicates a strategic shift, with the company opting to retain its existing business rather than separating it for legacy stockholders.
Risk Assessment
Risk Level: medium — SilverSun Technologies, Inc. shows moderate risk based on this filing. The company is seeking a substantial $1 billion investment, which is subject to stockholder approval and the terms of the Investment Agreement, indicating significant execution risk.
Analyst Insight
Stockholders should carefully review the terms of the Investment Agreement and vote on the proposed $1 billion equity investment at the Special Meeting.
Key Numbers
- 2024-05-30 — Special Meeting Date (SilverSun Technologies, Inc. Special Meeting)
- 1,000,000,000 — Aggregate Investment (Total cash investment from Investors)
- 900,000,000 — JPE Investment (Investment amount from Jacobs Private Equity II, LLC)
- 2024-04-14 — Investment Agreement Date (Date of Amended and Restated Investment Agreement)
- 2023-12-03 — Prior Investment Agreement Date (Date of original Investment Agreement)
Key Players & Entities
- SilverSun Technologies, Inc. (company) — Registrant and Company Name
- Jacobs Private Equity II, LLC (company) — Investor in the Investment Agreement
- May 30, 2024 (date) — Date of Special Meeting
- $1,000,000,000 (dollar_amount) — Aggregate investment amount
- $900,000,000 (dollar_amount) — Investment amount from JPE
- April 14, 2024 (date) — Date of Investment Agreement
- December 3, 2023 (date) — Date of Prior Investment Agreement
FAQ
When did SilverSun Technologies, Inc. file this DEF 14A?
SilverSun Technologies, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 30, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SilverSun Technologies, Inc. (QXO-PB).
Where can I read the original DEF 14A filing from SilverSun Technologies, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SilverSun Technologies, Inc..
What are the key takeaways from SilverSun Technologies, Inc.'s DEF 14A?
SilverSun Technologies, Inc. filed this DEF 14A on April 30, 2024. Key takeaways: SilverSun Technologies, Inc. will hold a Special Meeting on May 30, 2024, at 9:00 a.m. ET.. The company entered into an Amended and Restated Investment Agreement on April 14, 2024.. Investors, including Jacobs Private Equity II, LLC (JPE), will invest an aggregate of $1,000,000,000 in cash..
Is SilverSun Technologies, Inc. a risky investment based on this filing?
Based on this DEF 14A, SilverSun Technologies, Inc. presents a moderate-risk profile. The company is seeking a substantial $1 billion investment, which is subject to stockholder approval and the terms of the Investment Agreement, indicating significant execution risk.
What should investors do after reading SilverSun Technologies, Inc.'s DEF 14A?
Stockholders should carefully review the terms of the Investment Agreement and vote on the proposed $1 billion equity investment at the Special Meeting. The overall sentiment from this filing is bullish.
Risk Factors
- Stockholder Approval of Investment Agreement [high — financial]: The effectiveness of the Investment Agreement is contingent upon obtaining necessary stockholder approval, without which the significant equity investment will not be realized.
- Cancellation of Spin-Off [medium — operational]: The decision to cancel the previously planned spin-off of the company's existing business represents a significant change in strategic direction that may impact future operations and shareholder value.
Key Dates
- 2024-05-30: Special Meeting of Stockholders — To vote on the proposed $1 billion investment agreement.
- 2024-04-14: Amended and Restated Investment Agreement — Agreement for $1 billion equity investment, superseding prior agreement and canceling spin-off.
- 2023-12-03: Prior Investment Agreement — Original agreement that included a spin-off provision.
Filing Stats: 4,027 words · 16 min read · ~13 pages · Grade level 15.9 · Accepted 2024-04-30 09:42:51
Key Financial Figures
- $1,000,000,000 — ggregate investment by the Investors of $1,000,000,000 in cash in the Company, including $900,
- $900,000,000 — 0,000 in cash in the Company, including $900,000,000 from JPE (collectively, the “ Eq
- $17,400,000 — o receive an aggregate cash dividend of $17,400,000 (amended from the aggregate cash divide
- $2,500,000 — ded from the aggregate cash dividend of $2,500,000 contemplated by the Prior Investment Ag
- $3.27 — the Equity Investment, or approximately $3.27 per share of the Company’s commo
- $0.00001 — ompany’s common stock, par value $0.00001 per share (the “Common Stock
- $4.566 — Stock at an initial conversion price of $4.566 per share (equivalent to $0.571 per sha
- $0.571 — rice of $4.566 per share (equivalent to $0.571 per share pre -Reverse Stock Split), su
- $6.849 — t) with respect to 50% of the Warrants, $6.849 per share (equivalent to $0.856 per sha
- $0.856 — rrants, $6.849 per share (equivalent to $0.856 per share pre -Reverse Stock Split) wit
- $13.698 — ith respect to 25% of the Warrants, and $13.698 per share (equivalent to $1.712 per sha
- $1.712 — s, and $13.698 per share (equivalent to $1.712 per share pre -Reverse Stock Split) wit
- $17.4 — t Agreement, the Company will declare a $17.4 million aggregate cash dividend
- $0.001 — eferred stock of the Company, par value $0.001 per share, having the terms set forth i
Filing Documents
- ea0204044-02.htm (DEF 14A) — 4700KB
- tsiversun_logo.jpg (GRAPHIC) — 119KB
- tbenchmark_logo.jpg (GRAPHIC) — 40KB
- tproxy_001.jpg (GRAPHIC) — 1375KB
- tproxy_002.jpg (GRAPHIC) — 837KB
- 0001213900-24-037503.txt ( ) — 7967KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION   67 PROPOSAL 1: THE INVESTMENT PROPOSAL   71 PROPOSAL 2: GENERAL CHARTER PROPOSAL   73 PROPOSAL 3: CHARTER AMENDMENT FEATURE PROPOSAL — REVERSE STOCK SPLIT   74 PROPOSAL 4: CHARTER AMENDMENT FEATURE PROPOSAL — INCREASE IN AUTHORIZED SHARES   77 PROPOSAL 5: CHARTER AMENDMENT FEATURE PROPOSAL — STOCKHOLDER ACTION BY WRITTEN CONSENT   78 PROPOSAL 6: CHARTER AMENDMENT FEATURE PROPOSAL — SPECIAL MEETING RIGHTS   79 PROPOSAL 7: CHARTER AMENDMENT FEATURE PROPOSAL — EXCLUSIVE FORUM   80 PROPOSAL 8: CHARTER AMENDMENT FEATURE PROPOSAL — OFFICER EXCULPATION   81 PROPOSAL 9: CHARTER AMENDMENT FEATURE PROPOSAL — BOARD DESIGNATION RIGHTS   83 PROPOSAL 10: THE QXO, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN   85 PROPOSAL 11: THE ADJOURNMENT PROPOSAL   93
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY   94 STOCKHOLDER PROPOSALS   95 WHERE YOU CAN FIND ADDITIONAL INFORMATION   96 ANNEX A: INVESTMENT AGREEMENT   A-1 ANNEX B: FORM OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION   B-1 ANNEX C: FORM OF QXO, INC. 2024 OMNIBUS INCENTIVE PLAN   C-1 ANNEX D: OPINION OF THE BENCHMARK COMPANY, LLC   D-1 ANNEX E: VOTING AND SUPPORT AGREEMENT   E-1 ANNEX F: FORM OF AMENDED AND RESTATED BYLAWS   F-1 i Table of Contents CERTAIN DEFINED TERMS The following sets forth certain defined terms used throughout this proxy statement. Other capitalized terms used in this proxy statement are defined in various other sections of this proxy statement. Unless the context otherwise requires, references in this proxy statement to: •          “ 2024 Plan ” are to the QXO, Inc. 2024 Omnibus Incentive Plan; •          “ 2024 Plan Proposal ” are to the proposal by the Company Board for stockholder approval of the 2024 Plan providing for stock -based incentive compensation to select officers, employees, non -employee directors, consultants, and service providers of the Company; •          “ Adjournment Proposal ” are to the proposal by the Company Board for stockholder approval to adjourn the Special Meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt that the Investment Proposal, the Charter Proposals or the 2024 Plan Proposal at the time of the Special Meeting; •          “ Amended and Restated Bylaws ” are