UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • September 5th, 2023 • CURO Group Holdings Corp. • Finance services
Curo Intermediate Holdings Corp. (“Seller”), a wholly owned subsidiary of CURO Group Holdings Corp. (the “Company”), entered into a Share Purchase Agreement dated August 2, 2023 and an Amendment to Share Purchase Agreement dated August 31, 2023 (collectively the “Purchase Agreement”), with Questrade Financial Group Inc. (“Purchaser”) pursuant to which Purchaser agreed to purchase from Seller all of the issued and outstanding equity interests of FLX Holding Corp. (“Flexiti”), which constitutes the entirety of the Company’s Canada point-of-sale lending segment, for a purchase price of approximately C$55 million, subject to an adjustment based on Flexiti’s tangible book value and certain other adjustments (the “Divestiture”). The Disposition closed on August 31, 2023. In connection with the Flexiti Divestiture, Seller has agreed to provide Purchaser with certain transition services for which the Seller will be paid certain variable fees (“Transition Services Agreement”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • March 13th, 2012 • Fleetcor Technologies Inc • Services-business services, nec
On December 13, 2011, FleetCor Technologies, Inc. (“FleetCor” or the “Company”), through its wholly-owned subsidiary, FleetCor UK Acquisition Limited (the “Acquisition Sub”), and Arval UK Group Limited (“Target’s Parent” or the “Seller”) entered into an agreement (the “Agreement”) for the sale and purchase of the entire issued share capital (the “Acquisition”) of Allstar Business Solutions Limited (“Allstar”). Pursuant to the Agreement, and subject to the conditions contained in it, the Target’s Parent sold to the Acquisition Sub all of the outstanding share capital of Allstar, which became wholly-owned by the Acquisition Sub.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • June 21st, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
On June 19, 2017, Teladoc, Inc. (“Teladoc” or the “Company”) and Barolo Acquisition Corp., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Best Doctors Holdings, Inc. (“Best Doctors”), Shareholder Representative Services LLC, BBH Capital Partners IV, L.P. and BBH Capital Partners QP IV, L.P. pursuant to which the Company will, subject to the terms and conditions of the Merger Agreement, acquire Best Doctors through the merger of Merger Sub with and into Best Doctors, with Best Doctors continuing as the surviving entity (the “Acquisition”). On July 1, 2016, the Company completed the acquisition of HY Holdings, Inc. d/b/a HealthiestYou Corporation (“HealthiestYou”) through a merger in which HealthiestYou became a wholly owned subsidiary of the Company.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • May 13th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes
On April 22, 2014, Victory Electronic Cigarettes Corporation (the “Company” or “Victory”) entered into a share purchase agreement (the “Exchange Agreement”) by and between (i) the Company and (ii) the shareholders of Must Have Limited (“MHL”), an England and Wales incorporated limited company (the “MHL Shareholders”). Pursuant to the terms of the Exchange Agreement the MHL Shareholders transferred to the Company all of the shares of MHL held by such shareholders in exchange for (1) the issuance of 2,300,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (2) GBP £5,345,713.58 (equivalent to $9,000,000) in cash consideration, (3) $11,000,000 of promissory notes, (4) GBP £6,796,303 in respect of MHL's surplus cash, and (5) (if payable in accordance with the terms of the Exchange Agreement) up to $5,000,000 as an earn-out (the “Share Exchange”). As a result of the Share Exchange, MHL is now a wholly-owned subsidiary of the Company.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • May 18th, 2022 • Chesapeake Energy Corp • Crude petroleum & natural gas
Pursuant to the Chief Agreement and the Radler / Tug Hill Agreements (together the “Marcellus Agreements”), Chesapeake agreed to acquire all of the outstanding ownership interests in certain entities which own high quality producing assets and a deep inventory of premium drilling locations in the prolific Marcellus Shale in Northeast Pennsylvania (the “Marcellus Properties”). On March 9, 2022, Chesapeake and the Sellers completed the Marcellus Acquisition and under the terms and conditions contained in the Marcellus Agreements the Sellers received approximately $2.0 billion in cash (subject to customary purchase price adjustments) and $764 million in Chesapeake's common stock based on Chesapeake's stock price as of March 9, 2022. The Marcellus Properties were acquired on a cash-free, debt-free basis, effective as of January 1, 2022.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • May 3rd, 2021 • Alset EHome International Inc. • Real estate
On March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International Limited (“Alset International”), which was valued at $28,363,966; (ii) purchase of all of the issued and outstanding stock of LiquidValue Development Pte Ltd. (“LVD”), which was valued at $173,395; (iii) purchase of 62,122,908 ordinary shares in True Partners Capital Holding Limited (HKG: 8657) (“True Partners”), which was valued at $6,729,629; and (iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc. (“APB”), which was valued at $28,653,138. The total amount of above four transactions was $63,920,129, payable on the Closing Date by the Company, in four convertible promissory notes (collectively, the “Alset CPNs”). Subject to the app
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • November 13th, 2020 • NRG Energy, Inc. • Electric services
On July 24, 2020, NRG Energy, Inc. (“NRG” or the “Company”) entered into a definite purchase agreement (the “Purchase Agreement”) with Centrica plc, Centrica Beta Holdings Limited, Centrica Gamma Holdings Limited, Centrica US Holdings Inc., and Direct Energy Marketing Limited (collectively, “Centrica”) pursuant to which NRG has agreed to purchase Centrica US Holdings Inc. and Direct Energy Marketing Limited (collectively, “Direct Energy”), which comprise Centrica's North America energy supply, services and trading business (the “Acquisition”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial Information • December 30th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus
On August 6, 2020, SANUWAVE Health, Inc. (“Sanuwave”, or the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Celularity Inc. (“Celularity”) pursuant to which the Company acquired (the “Transaction”) Celularity’s UltraMIST assets (“UltraMIST”, or the “Assets”). The aggregate consideration paid for the Assets was $24,000,000, which consisted of (i) a cash payment of $18,890,000, (ii) the issuance of a convertible promissory note to Celularity in the principal amount of $4,000,000 (the “Seller Note”), and (iii) a credit of $1,110,000 for the previous payment made by the Company to Celularity pursuant to that certain letter of intent between the Company and Celularity dated June 7, 2020. The closing of the transaction occurred on August 6, 2020.
