UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • May 16th, 2023 • Xtant Medical Holdings, Inc. • Biological products, (no disgnostic substances)
On February 28, 2023, Xtant Medical Holdings, Inc., a Delaware corporation (“Xtant” or the “Company”), entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Surgalign SPV, Inc. (“Surgalign SPV”), a Delaware corporation and wholly owned subsidiary of Surgalign Spine Technologies, Inc., a Delaware corporation (“Seller”), Seller and Surgalign Holdings, Inc., a Delaware corporation, pursuant to which Xtant purchased all of the issued and outstanding shares of common stock of Surgalign SPV, which shares constituted all of the outstanding equity of Surgalign SPV, for an aggregate purchase price of $17.0 million in cash (the “Transaction”). The Company funded the purchase price with cash on hand and approximately $5.0 million of indebtedness incurred under its term loan. The closing contemplated by the Equity Purchase Agreement occurred on February 28, 2023 (the “Closing”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • May 4th, 2017 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research
On November 8, 2016, Sorrento Therapeutics, Inc. (“Sorrento”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Scilex Pharmaceuticals Inc. (“Scilex”) and a majority of the stockholders of Scilex (the “Scilex Stockholders”) pursuant to which, on November 8, 2016, Sorrento acquired from the Scilex Stockholders, and the Scilex Stockholders sold to Sorrento, approximately 72% of the outstanding capital stock of Scilex (the “Acquisition”). Approximately 23% of the outstanding capital stock of Scilex continues to be held by ITOCHU CHEMICAL FRONTIER Corporation following the Acquisition.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • March 20th, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • November 22nd, 2019 • Repay Holdings Corp • Services-business services, nec
On August 13, 2019, Repay Holdings Corporation (the “Company”), through its indirect majority owned subsidiary Repay Holdings, LLC (together with the Company, “REPAY”), the members of TriSource Solutions, LLC (“TriSource”) and certain other parties entered into a Securities Purchase Agreement dated effective as of August 13, 2019 (as amended or supplemented from time to time, the “Purchase Agreement”), pursuant to which REPAY acquired TriSource (the “Acquisition”). Under the terms of the Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $60 million in cash. In addition to the closing consideration, the Purchase Agreement contains a performance based earnout based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $5 million. The Acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • March 1st, 2019 • New Age Beverages Corp • Malt beverages
On December 2, 2018, New Age Beverages Corporation (referred to interchangeably herein as the “Company” and “New Age”) entered into a Plan of Merger (the “Merger Agreement”) with Morinda Holdings, Inc., a Utah corporation (“Morinda”) and New Age Health Sciences Holdings, Inc., a newly formed Utah corporation and wholly owned subsidiary of the Company (“Merger Sub”). On December 21, 2018 (the “Closing Date”), the transactions contemplated by the Merger Agreement were completed. Merger Sub was merged with and into Morinda and Morinda became a wholly-owned subsidiary of the Company. This transaction is referred to herein as the “Merger.”
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • November 8th, 2019 • Winnebago Industries Inc • Motor homes
On September 15, 2019, Winnebago Industries, Inc. (the “Company” or “Winnebago”), through its wholly owned subsidiary Octavius Corporation, entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Newmar Corporation (“Newmar Corporation”), Dutch Real Estate Corp. (“Dutch”), New-Way Transport Corp. (“New-Way Transport”), and New-Serv, Inc. (“New-Serv”) (Newmar Corporation, Dutch, New-Way Transport, New-Serv, and Newmar Risk Management, as defined below, collectively “Newmar Acquired Companies”), the shareholders of Newmar Corporation, Dutch, New-Way Transport and New-Serv (the “Sellers”), and the sellers agent, regarding the proposed acquisition of the Newmar Acquired Companies by Winnebago (the “Transaction”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • January 11th, 2010 • Pepsico Inc • Beverages
On August 3, 2009, (i) PepsiCo, Inc. ("PepsiCo"), The Pepsi Bottling Group, Inc. ("PBG") and PepsiCola Metropolitan Bottling Company ("Metro") entered into an Agreement and Plan of Merger (the "PBG merger agreement") and (ii) PepsiCo, PepsiAmericas, Inc. ("PAS") and Metro entered into an Agreement and Plan of Merger (the "PAS merger agreement" and, together with the PBG merger agreement, the "merger agreements"). Upon the terms and subject to the conditions of the PBG merger agreement, PBG will be merged with and into Metro (the "PBG merger"), with Metro continuing as the surviving corporation and a wholly owned subsidiary of PepsiCo, and upon the terms and subject to the conditions of the PAS merger agreement, PAS will be merged with and into Metro (the "PAS merger") with Metro continuing as the surviving corporation and a wholly owned subsidiary of PepsiCo. The PBG merger and the PAS merger are referred to collectively as the “mergers.”
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • September 20th, 2019 • Repay Holdings Corp • Services-business services, nec
On August 13, 2019, Repay Holdings Corporation (“the Company”), through its indirect majority owned subsidiary Repay Holdings, LLC (together with the Company, “REPAY”), the members of TriSource Solutions, LLC (“TriSource”) and certain other parties entered into a Securities Purchase Agreement dated effective as of August 13, 2019 (as amended or supplemented from time to time, the “Purchase Agreement”), pursuant to which REPAY acquired TriSource (the “Acquisition”). Under the terms of the Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $60 million in cash. In addition to the closing consideration, the Purchase Agreement contains a performance based earnout based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $5 million. The Acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • November 25th, 2020 • Blink Charging Co. • Power, distribution & specialty transformers
On September 11, 2020, Blink Charging Co., (the “Company” or “Blink”) entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”). The purchase consideration for the acquisition of BlueLA includes: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment to the Seller of $1,000,000, payable within three business days after such amendment. The amendment to the carsharing services agreement with the City of Los Angeles must be obtained by BlueLA no later than December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Company by the December 31, 2020 deadline its approval of the modifications to the carsharing ser
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • November 21st, 2022 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass)
On February 17, 2022, Celanese Corporation (together with its subsidiaries, “Celanese,” “our,” “we,” or the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with DuPont de Nemours, Inc. and one of its affiliates (“DuPont”) pursuant to which the Company agreed to acquire, subject to the terms and conditions set forth in the Transaction Agreement, a majority of the Mobility & Materials business (the “M&M Acquisition”) for a purchase price of $11.0 billion, subject to certain adjustments. On November 1, 2022, the Company and DuPont completed the acquisition in accordance with the Transaction Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • October 5th, 2016 • Halcon Resources Corp • Crude petroleum & natural gas
On September 30, 2016 (the “Effective Time”), certain wholly-owned subsidiaries (the “Sellers”) of Halcón Resources Corporation (“Halcón” or the “Company”) executed an Assignment and Assumption Agreement (the “Assignment Agreement”) with an affiliate of Apollo Global Management (the “Buyer”) pursuant to which the Sellers assigned to Buyer, as of the Effective Time, one hundred percent (100%) of the common shares (the “Membership Interests”) of HK TMS LLC (“HK TMS”), which transaction is referred to as the “HK TMS Divestiture.” HK TMS was previously a wholly-owned subsidiary of the Company and held all of the Company’s oil and natural gas properties in the Tuscaloosa Marine Shale. In exchange for the assignment of the Membership Interests, the Buyer assumed all obligations relating to the Membership Interests of HK TMS from and after the Effective Time.
