Introduction to Unaudited Pro Forma Combined Financial InformationForma Combined Financial Information • November 22nd, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas
As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (“Seller”) all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Campbell Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equipment,
Unaudited Pro Forma Combined Financial InformationForma Combined Financial Information • October 20th, 2017 • Houston Wire & Cable CO • Wholesale-electrical apparatus & equipment, wiring supplies
On October 3, 2016, HWC Wire & Cable Company (the “Buyer”) a subsidiary of Houston Wire & Cable Company, (the “Company” or “HWC”), entered into a Stock Purchase Agreement, (the “Purchase Agreement”), between Buyer and DXP Enterprises, Inc. (“DXP”). Pursuant to the Purchase Agreement, the Buyer acquired all of the issued and outstanding shares of common stock of Vertex Corporate Holdings, Inc. and its subsidiaries (“Vertex”) from DXP (the “Acquisition”). Vertex is engaged in the wholesale distribution of industrial fasteners.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONForma Combined Financial Information • March 1st, 2023 • NRG Energy, Inc. • Electric services
On December 6, 2022, NRG Energy, Inc. (“NRG” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Jetson Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, and Vivint Smart Home, Inc. (“Vivint”), pursuant to which Merger Sub will be merged with and into Vivint (the “Merger”), with Vivint surviving the Merger as a wholly owned subsidiary of the Company (the “Acquisition”).
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONForma Combined Financial Information • July 10th, 2015 • HashingSpace Corp • Services-business services, nec
On July 10, 2015, HashingSpace Corporation, a Delaware corporation ("HashingSpace") consummated a Stock Purchase Agreement, as amended (the "Agreement") entered into with Yahor Bryshtsel ("Bryshtsel") whereby HashingSpace acquired 120,000,000 shares of Common Stock held by Bryshtsel (the "Shares"). The purchase price for the Shares was Twenty Five Thousand Dollars ($25,000). The acquisition of the Shares, which represent approximately 78.6% of the Registrant's shares of outstanding Common Stock, resulted in a change in control of the Registrant.
Introduction to Unaudited Pro Forma Combined Financial InformationForma Combined Financial Information • December 13th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas
As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation, entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (the “Seller”), all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Campbell Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equi
Unaudited Condensed Pro Forma Combined Financial InformationForma Combined Financial Information • October 11th, 2019 • Everbridge, Inc. • Services-prepackaged software
On July 29, 2019, Everbridge, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with NC4 Inc. and NC4 Public Sector LLC, and Celerium Group Inc. (the “Seller”), pursuant to which the Company purchased all of the outstanding membership interests of NC4 Inc. and NC4 Public Sector (collectively “NC4”) for total consideration of approximately $84.6 million. The Company paid approximately $51.7 million in cash at closing from the Company’s cash and cash equivalents, which is subject to certain post-closing net working capital adjustments provided for in the Purchase Agreement. The remaining purchase price was paid with 320,998 newly issued shares of the Company’s common stock. On August 1, 2019, the Acquisition was consummated pursuant to the Purchase Agreement, except the transfer of the NC4 Public Sector business which was consummated on September 30, 2019. The other terms of the acquisition are set forth in the Purchase Agreement, which
Unaudited Pro Forma Combined Financial InformationForma Combined Financial Information • December 4th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses
GSI Commerce, Inc (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Retail Convergence, Inc. (“RCI”) on October 27, 2009, and completed the acquisition on November 17, 2009 (“Acquisition Date”). The Company also completed the acquisition of e-Dialog, Inc. (“e-Dialog”) on February 13, 2008 and a registered public offering of the Company’s common stock (“Public Offering”) on August 18, 2009. The following unaudited pro forma combined financial statements are derived by applying pro forma adjustments to the Company’s historical consolidated financial statements incorporated by reference herein. The following unaudited pro forma combined financial statements for the fiscal year ended January 3, 2009 and the nine months ended October 3, 2009 assume the Company’s acquisitions of RCI and e-Dialog, and the Public Offering occurred on December 30, 2007, the first day of the Company’s fiscal 2008, and have been prepared to illustrate the effects of the fo
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONForma Combined Financial Information • May 12th, 2020 • SMG Industries Inc. • Crude petroleum & natural gas
On February 27, 2020 SMG Industries, Inc. (“the Company” or “we”) entered into Membership Interest Purchase Agreements for the acquisition of all of the membership interests of each of 5J Oilfield Services LLC, a Texas limited liability company (“5J Oilfield”) and 5J Trucking LLC, a Texas limited liability company (“5J Trucking”) (5J Oilfield and 5J Trucking shall be collectively referred to herein as the “5J Entities”) (the “5J Acquisition”). The total purchase price for the 5J Entities was $27.3 million, including assumed debt.
