Highwire Capital Files SC 13D for SPAR Group

TL;DR

**Highwire Capital & partners now own significant SPAR Group stake. Watch this space.**

AI Summary

On September 9, 2024, Highwire Capital, LLC, along with Benjamin David Hudson and Robert Anthony Wilson, filed a Schedule 13D regarding their beneficial ownership of SPAR Group, Inc. The filing indicates a change in their holdings, though specific new percentages or dollar amounts are not detailed in this initial summary.

Why It Matters

This filing signals a significant ownership stake or a change in strategy by Highwire Capital and its associates concerning SPAR Group, Inc., potentially impacting the company's stock and future direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede activist campaigns or significant corporate actions, introducing uncertainty.

Key Players & Entities

• Highwire Capital, LLC (company) — Filer of the SC 13D
• Benjamin David Hudson (person) — Group Member and Filer
• Robert Anthony Wilson (person) — Group Member
• SPAR Group, Inc. (company) — Subject Company
• 717 N. Harwood Street, Suite 2400, Dallas, Texas 75201 (address) — Business address of Highwire Capital, LLC
• 1910 Opdyke Court, Auburn Hills, MI 48326 (address) — Business address of SPAR Group, Inc.

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $2.50 — automatically into the right to receive $2.50 per Share in cash, without interest, su
• $115.0 million — rdquo;) have committed to provide up to $115.0 million of senior secured credit facilities on
• $14,200,000 — ave balance sheet cash of not less than $14,200,000 as of the Closing Date after (i) giving

Filing Documents

• tm2423507d1_sc13d.htm (SC 13D) — 104KB
• tm2423507d1_ex1.htm (EX-1) — 62KB
• tm2423507d1_ex3.htm (EX-3) — 40KB
• tm2423507d1_ex4.htm (EX-4) — 5KB
• tm2423507d1_sc13dimg01.jpg (GRAPHIC) — 17KB
• 0001104659-24-098103.txt ( ) — 236KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.01 per share (“ Common Stock ”), of SPAR Group, Inc., a Delaware corporation (the “ Issuer ”), with its principal executive offices located at 1910 Opdyke Court, Auburn Hills, Michigan 48326.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by (i) Robert Anthony Wilson (“ Wilson ”); (ii) Benjamin David Hudson (“ Hudson ”); and (iii) Highwire Capital, LLC, a Texas limited liability company (“ Highwire ”). Wilson, Hudson and Highwire are referred to collectively as the “ Reporting Persons ”. (b) The principal address of each Reporting Person is 717 N. Harwood Street, Suite 2400, Dallas, Texas 75201. (c) Wilson’s principal occupation is serving as Managing Partner and Chief Executive Officer of Highwire. Hudson’s principal occupation is serving as Managing Partner and Chief Financial Officer of Highwire. Highwire is a private equity firm whose principal business is to acquire and merge innovative technologies with traditional operating businesses in the middle market. (d) During the last five years, neither any Reporting Person nor, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule A attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither any Reporting Person nor, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule A attached hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Wilson and Hudson are citizens of the United States of America. Highwire is a limited liability company organized and existing under the laws of the State of Texas. Certain information regarding the Managers and executive officers of Highwire is set forth on Schedule A attached hereto. For inf

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein. The Voting Agreement (as defined below) was entered into between Highwire and the Stockholder (as defined below) as an inducement to Highwire’s willingness to enter into the Merger Agreement (as defined below and described in Item 4 of this Schedule 13D). The shares of Common Stock to which this Schedule 13D relates consist solely of the shares subject to the Voting Agreement, which have not been purchased by the Reporting Persons, and no payments were made by or on behalf of any Reporting Person in connection with the execution of the Voting Agreement. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Voting Agreement, a copy of which is an exhibit to this Schedule 13D. 5

Purpose of Transaction

Item 4. Purpose of Transaction The purpose of the Merger (as defined below) is for Highwire, through its wholly owned subsidiary, Highwire Merger Co. I, Inc., a Delaware Issuer (“ Merger Sub ”), to acquire control of, and the entire equity interest in, the Issuer. The purpose of the Voting Agreement is to facilitate the Merger by securing the agreement of the Stockholder to vote the shares of Common Stock owned by him in favor of the Merger subject to the terms and conditions of the Voting Agreement, as described below. Voting Agreement Simultaneously with the execution of the Merger Agreement, Highwire entered into a Voting Agreement and Irrevocable Proxy dated August 30, 2024 (the “ Voting Agreement ”), with William H. Bartels, a stockholder of the Issuer and a member of its Board of Directors (the “ Stockholder ”), pursuant to which the Stockholder, in his capacity as a stockholder of the Issuer, agreed, among other things, (i) to vote, and he granted an irrevocable proxy to Highwire to vote, the shares of Common Stock that he owns as of the date of the Voting Agreement and any shares of Common Stock he may thereafter acquire, in favor of the Merger and against the approval of any alternative Takeover Proposal or Company Acquisition Agreement (as such terms are defined in the Merger Agreement) and (ii) not to sell or transfer any of such shares, until the termination of the Voting Agreement. The Voting Agreement terminates upon the earliest to occur of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement, (iii) a date and time designated by Highwire in a written notice to the Stockholder, and (iv) November 8, 2024. As of the date of the Voting Agreement, the Stockholder owns 4,709,837 shares of Common Stock. He also holds options to purchase 50,000 shares of Common Stock, including the right to purchase 37,500 of such shares within 60 days of the date hereof. The Issuer’s Board of Direct

View Full Filing

View this SC 13D filing on SEC EDGAR