54 million total 30 mil appco and 24 mil to mpi properties
Item 1.01. Entry Into a Material Definitive Agreement.
On July 17, 2007, Titan Global Holdings, Inc. (the “Company” or “Titan”) entered into a stock purchase agreement (the “APPCO Stock Purchase Agreement”) with Appalachian Oil Company, Inc., a corporation formed under the laws of Tennessee (“APPCO”), the James R. Maclean Revocable Trust, Sara G. Maclean, the Linda R. Maclean Irrevocable Trust and Jeffrey H. Benedict (collectively, the “APPCO Sellers”) for the acquisition of all of the issued and outstanding shares of capital stock of APPCO. In addition, on July 17, 2007, the parties entered into an addendum to the Stock Purchase Agreement.
The purchase price for the shares under the APPCO Stock Purchase Agreement, as amended, is $30,000,000, of which $1,000,000 will be escrowed for an eighteen (18) month period following the closing of the acquisition in order to secure the Company’s potential claims against the APPCO Sellers for any breach of their representations, warranties and covenants under the Stock Purchase Agreement.
If the acquisition is not consummated on or before September 4, 2007, the parties may terminate the APPCO Stock Purchase Agreement subject to the agreement of the parties to extend such deadline.
APPCO is headquartered in Blountville, Tennessee and is primarily engaged in the distribution of petroleum fuels in eastern Tennessee, southwestern Virginia, eastern Kentucky, western North Carolina and southern West Virginia and in the ownership and operation of retail convenience stores in some of those regions.
Also, on July 17, 2007, Titan entered into a stock purchase agreement (the “MPI Stock Purchase Agreement”) with Management Properties, Inc. (“MPI”), a corporation formed under the laws of Tennessee, and James R. Maclean Revocable Trust, Sara G. Maclean and the Linda R. Maclean Irrevocable Trust (collectively, the “MPI Sellers”) for the acquisition of all of the issued and outstanding shares of capital stock of MPI. In addition, on July 17, 2007, the parties entered into an addendum to the Stock Purchase Agreement.
The purchase price for the shares under the MPI Stock Purchase Agreement, as amended, is $24,000,000, of which $1,000,000 will be escrowed for an eighteen (18) month period following the closing of the acquisition in order to secure the Company’s potential claims against the MPI Sellers for any breach of their representations, warranties and covenants under the Stock Purchase Agreement.
If the acquisition is not consummated on or before October 4, 2007, the parties may terminate the MPI Stock Purchase Agreement subject to the agreement of the parties to extend such deadline.
The closing of the acquisition contemplated by each of the APPCO Stock Purchase Agreement and the MPI Stock Purchase Agreement is subject to a number of conditions under the agreements, including, (i) the completion of legal and financial due diligence, the results of which shall be satisfactory to Titan in its sole discretion; (ii) the completion of an audit of the financial statements for the three year period ended September 30, 2006, of each of APPCO and MPI, the results of which shall be reasonably satisfactory to Titan; (iii) Titan having obtained a financing commitment for all requisite financing needed to fund each of the transactions; and (iv) Titan having obtained the results of certain environmental studies. In addition, the closing of the APPCO Stock Purchase Agreement is further conditioned upon (i) the MPI Stock Purchase Agreement being in full force and effect and shall not have been terminated; and (ii) Titan’s entry into employment agreements with all members of APPCO’s management (except for Messrs. Benedict and MacLean). Also, the MPI Stock Purchase Agreement is further conditioned upon the consummation of the acquisition contemplated by the APPCO Stock Purchase Agreement prior to the closing of the MPI Stock Purchase Agreement.
AI
