EDGAR is down right now (insert government website joke here: ______________), so I can't pull much in the way of APA or other documents filed in connection with the purchase. I'm guessing a good chunk of that $32MM purchase price is allocated to the real estate and distribution facility. Anyway, here is a more specific write up that gives more detail.
ESCALADE INC : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
01/03/2022 | 06:31am EST
Item 1.01 - Entry into a Material Definitive Agreement
On December 30, 2021, Indian Industries, Inc. ("Indian"), a wholly-owned subsidiary of Escalade, Incorporated ("Escalade" or the "Company") entered into a definitive Asset Purchase Agreement (the "Purchase Agreement") with Life Fitness, LLC (the "Seller"), a portfolio company of KPS Capital Partners, LP. Pursuant to the Purchase Agreement, Indian has agreed to acquire all of the Seller's assets relating to the Seller's Brunswick Billiards business, including certain intellectual property rights to the name "Brunswick Billiards" and derivations thereof and the Seller's 120,000 square foot distribution facility located in Bristol, Wisconsin. The Seller's Brunswick Billiard's business primarily consists of developing, designing, manufacturing, marketing, distributing and selling billiard tables, table tennis games, shuffleboard tables, foosball tables, and air hockey tables.
Indian has agreed to purchase the Brunswick Billiards assets for a purchase price of thirty two million dollars ($32,000,000.00), subject to a net working capital adjustment to be determined as of the closing date. In addition, Indian will assume certain current liabilities included in such net working capital and all liabilities relating to the Brunswick Billiards business arising after the closing of the acquisition. The Purchase Agreement contains customary representations, warranties and covenants of the Seller, including non-competition, non-solicitation of employees, and non-disparagement provisions for the three years following the closing. Two million dollars of the purchase price will be placed into escrow for a period of 18 months to cover indemnification claims, and the Seller's overall indemnification is capped at six million four hundred thousand dollars except for claims based on fraud or covenants and agreements requiring action or inaction after the closing.
The closing of the acquisition is subject to various conditions and is expected to occur prior to the end of January. The Company anticipates that the funds needed to consummate the acquisition will come from cash on hand and/or borrowings under the Company's credit facilities.
The foregoing summary of the material terms of the Purchase Agreement is qualified in its entirety by the Purchase Agreement filed as Exhibit 10.1 to this Form 8-K.