UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • August 25th, 2023 • Mind Technology, Inc • Search, detection, navagation, guidance, aeronautical sys
The SPA contains certain customary representations, warranties, and covenants. The SPA also contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Sale of Klein, subject to specified caps and limitations. The Company has also agreed to a covenant that would prohibit the Company from engaging in specified activities that would compete with the Klein business, for a period of five years, subject to certain limitations and exceptions. Completion of the Sale of Klein was subject to the satisfaction or waiver of customary closing conditions, including a requirement to terminate any liens, including those imposed under the Company’s Loan and Security Agreement (the “Loan”), dated as of February 2, 2023, with Sachem Capital Corp. Upon closing, the Company utilized a portion of the transaction proceeds to pay
Unaudited Pro Forma Financial InformationUnaudited Pro Forma Financial Information • November 6th, 2009 • Blackboard Inc • Services-prepackaged software
On May 1, 2009, Blackboard Inc. (“Blackboard” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Football Merger Sub Inc., an Indiana corporation and a wholly owned subsidiary of the Company (“Merger Sub”), ANGEL Learning, Inc., an Indiana corporation (“ANGEL”) and Christopher D. Clapp, in his capacity as the Shareholder Representative appointed pursuant to the Merger Agreement. On May 8, 2009, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into ANGEL, with ANGEL continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • May 3rd, 2013 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
On November 6, 2012, United States Cellular Corporation (“U.S. Cellular”), a subsidiary of Telephone and Data Systems, Inc. (“TDS”), entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel Corporation (“Sprint”). The Purchase and Sale Agreement also contemplates certain other agreements, collectively with the Purchase and Sale Agreement referred to as the “Divestiture Transaction.”
Unaudited Pro Forma Financial InformationUnaudited Pro Forma Financial Information • January 17th, 2012 • PMFG, Inc. • General industrial machinery & equipment, nec
This unaudited pro forma combined financial information is presented for informational purposes only and does not purport to project what the Company’s results of operations or financial position actually would have been had the acquisition in fact occurred on the dates specified, nor does the information purport to project the Company’s results of operations or financial position for any future period or at any future date. All pro forma adjustments are based on preliminary estimates, available information and certain assumptions that the Company believes are reasonable and that are subject to revision upon finalization of the purchase accounting for the acquisition.
Unaudited Pro Forma Financial InformationUnaudited Pro Forma Financial Information • February 27th, 2012 • Envestnet, Inc. • Services-business services, nec
On August 5, 2011, Envestnet, Inc. (Envestnet”) entered into a stock purchase agreement (the “Agreement”), with BNP Paribas Investment Partners USA Holdings, Inc. (“BNPP”) to acquire all of the outstanding shares of FundQuest, Incorporated (“FundQuest”). Pursuant to the terms of the Agreement, on December 13, 2011, FundQuest was acquired by Envestnet and FundQuest became a wholly owned subsidiary of Envestnet (the “FundQuest Acquisition”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • December 15th, 2017 • McEwen Mining Inc. • Gold and silver ores
McEwen Mining Inc. (the “Company” or “McEwen”) entered into an Asset Purchase Agreement (the “APA”) with Primero Mining Corp. (“Primero”) on August 25, 2017, whereby the Company, through its wholly-owned subsidiary, purchased and assumed the Purchased Assets and Assumed Liabilities as defined within the Asset Purchase Agreement related to the Black Fox Complex for total cash consideration of $27.5 million, which is the purchase price of $35.0 million less closing adjustments. The transaction was completed on October 6, 2017. There are certain assets that although considered a part of the Black Fox Complex, were not acquired based on the terms of the APA. These were limited to the following items: (a) bank accounts that were retained by Primero, (b) bullion that was included as part of the inventory, also retained by Primero, and (c) bond deposits with the Ministry of Northern Development and Mines in relation to the Asset Retirement Obligation. As such, the items were disregarded withi
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • April 26th, 2018 • McEwen Mining Inc. • Gold and silver ores
McEwen Mining Inc. (the “Company” or “McEwen”) entered into an Asset Purchase Agreement (the “APA”) with Primero Mining Corp. (“Primero”) on August 25, 2017, whereby the Company, through a wholly-owned subsidiary, purchased and assumed the Purchased Assets and Assumed Liabilities as defined within the APA related to the Black Fox Complex for total cash consideration of $27.5 million, which is the purchase price of $35.0 million less closing adjustments. The transaction was completed on October 6, 2017. There are certain assets that, although considered a part of the Black Fox Complex, were not acquired, based on the terms of the APA.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • October 21st, 2015 • W&t Offshore Inc • Crude petroleum & natural gas
On August 31, 2015, W&T Offshore, Inc. (“W&T”), as seller, entered into a purchase and sale agreement (the “Purchase Agreement”) with Ajax Resources, LLC (“Ajax”), as buyer. Under the terms of the Purchase Agreement, W&T sold its interest in its Yellow Rose field in the Permian Basin, including approximately 25,800 net acres in Andrews, Martin, Gaines and Dawson counties, Texas, to Ajax for $376,100,000, subject to certain customary purchase price adjustments, including the assumption by Ajax of certain liabilities (the “Disposition”). The Disposition was completed on October 15, 2015, with an effective date of January 1, 2015. W&T was also assigned a non-expense bearing overriding royalty interest (“ORRI”) in production from the working interests assigned to Ajax which percentage varies on a sliding scale from one percent for each month that the prompt month New York Mercantile Exchange (“NYMEX”) trading price for light sweet crude oil is at or below $70 per barrel to a maximum of fou
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • October 23rd, 2023 • Icad Inc • Surgical & medical instruments & apparatus
On October 22, 2023, iCAD, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and among (i) the Company, Xoft Solutions, LLC, a Delaware limited liability company, and Xoft, Inc., a Delaware corporation, each a wholly owned subsidiary of the Company (collectively with the Company, the “Sellers” and each, a “Seller”), and (ii) Elekta Inc., a Georgia corporation, and Nucletron Operations B.V., a company organized under the laws of the Netherlands (together, “Buyers” and each a “Buyer”), pursuant to which the Company agreed to transfer to the Buyers substantially all of the assets and liabilities primarily related to the Company’s Xoft business lines (the “Business”), including with respect to employees, contracts, intellectual property and inventory, for a cash payment of approximately $5.76 million dollars from the Buyers to the Company.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • October 28th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas
On September 4, 2013, Gastar Exploration USA, Inc. (“Gastar USA”), a subsidiary of Gastar Exploration Ltd. (the “Company”), entered into a Purchase and Sale Agreement, dated September 4, 2013, by and among Lime Rock Resources II-A, L.P. and Lime Rock Resources II-C, L.P, (together, the “Lime Rock Parties”) and Gastar USA (the “WEHLU Purchase Agreement”). Pursuant to the WEHLU Purchase Agreement, Gastar USA will acquire a 98.3% working interest (80.5% net revenue interest) in 24,000 net acres of the West Edmond Hunton Lime Unit (“WEHLU”) located in Kingfisher, Logan and Oklahoma Counties, Oklahoma, for a cash purchase price of $187.5 million, subject to, among other customary adjustments, adjustment for an acquisition effective date of August 1, 2013 (the “WEHLU Acquisition”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • March 25th, 2014 • Gastar Exploration Inc. • Crude petroleum & natural gas
On September 4, 2013, Gastar Exploration Inc. (“Gastar”) (formerly known as Gastar Exploration USA, Inc.) entered into a Purchase and Sale Agreement, dated September 4, 2013, by and among Lime Rock Resources II-A, L.P. and Lime Rock Resources II-C, L.P. (the “Lime Rock Parties”) and Gastar (the “WEHLU Purchase Agreement”). Pursuant to the WEHLU Purchase Agreement, Gastar acquired a 98.3% working interest (80.5% net revenue interest) in 24,000 net acres of the West Edmond Hunton Lime Unit (“WEHLU”) located in Kingfisher, Logan and Oklahoma Counties, Oklahoma, all of which is held by production (“WEHLU Assets”). Pursuant to the WEHLU Purchase Agreement, Gastar completed the acquisition of the WEHLU Assets on November 15, 2013 for an adjusted cash purchase price of $177.8 million, reflecting customary adjustments and adjustment for an acquisition effective date of August 1, 2013 (the “WEHLU Acquisition”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • November 5th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas
On September 4, 2013, Gastar Exploration USA, Inc. (“Gastar USA”), a subsidiary of Gastar Exploration Ltd. (the “Company”), entered into a Purchase and Sale Agreement, dated September 4, 2013, by and among Lime Rock Resources II-A, L.P. and Lime Rock Resources II-C, L.P, (together, the “Lime Rock Parties”) and Gastar USA (the “WEHLU Purchase Agreement”). Pursuant to the WEHLU Purchase Agreement, Gastar USA will acquire a 98.3% working interest (80.5% net revenue interest) in 24,000 net acres of the West Edmond Hunton Lime Unit (“WEHLU”) located in Kingfisher, Logan and Oklahoma Counties, Oklahoma, for a cash purchase price of $187.5 million, subject to, among other customary adjustments, adjustment for an acquisition effective date of August 1, 2013 (the “WEHLU Acquisition”).
Unaudited Pro Forma Financial InformationUnaudited Pro Forma Financial Information • November 2nd, 2011 • Nordson Corp • General industrial machinery & equipment, nec
On July 15, 2011, Nordson Corporation (“Nordson” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VP Acquisition Holdings, Inc., a Delaware corporation (“Value Plastics”), the security holders of Value Plastics and American Capital, Ltd., in its capacity as the security holder representative, pursuant to which Nordson agreed to acquire all of the capital stock of Value Plastics. The acquisition closed on August 26, 2011, and, pursuant to the terms of the Purchase Agreement, Nordson purchased 100% of the outstanding shares of Value Plastics for an aggregate purchase price of approximately $258,379,000. The entire purchase price was paid in cash and was financed using proceeds from $75 million notes payable, $133 million from an existing line of credit and $50 million of existing available cash. In connection with the acquisition of Value Plastics, Nordson incurred transaction costs of approximately $375 thousand.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONUnaudited Pro Forma Financial Information • June 22nd, 2015 • GasLog Partners LP • Water transportation
On June 22, 2015, GasLog Partners LP (“we”, “our”, “us”, “GasLog Partners” or the “Partnership”) entered into a share purchase agreement to purchase from GasLog Carriers Ltd., a direct subsidiary of GasLog Ltd. (“GasLog”), 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that own the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally, respectively, for an aggregate purchase price of $483,000,000. As consideration for this acquisition, the Partnership will pay GasLog $157,500,000, representing the difference between the $483,000,000 aggregate purchase price and the $325,500,000 of outstanding indebtedness of the acquired entities before taking into account any net working capital adjustment under the share purchase agreement in order to maintain the agreed working capital position in the acquired entities of $3,000,000 at the time of acquisition. We refer to this transaction as the “Pending Vess
