Item 1.01 Entry into a Material Definitive Agreement.
Transactions with JPM
On
In connection with the Stock Purchase Agreement, GEG, JPM and Forest entered
into an amended and restated stockholders' agreement (the "Stockholders
Agreement"). Pursuant to the Stockholders Agreement, from
The transactions contemplated by the Stock Purchase Agreement and Stockholders Agreement closed simultaneously with their signing.
As a result of the transactions with JPM, GEG is expected to retain
approximately
This summary of the Stock Purchase Agreement and Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement attached as Exhibits 2.1 and 4.2 to this current report on Form 8-K, which are incorporated herein by reference.
In connection with the JPM transactions, on
This summary of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note attached as Exhibit 4.1 to this current report on Form 8-K, which is incorporated herein by reference.
Sale of
On
The transactions contemplated by the Purchase Agreement closed contemporaneously with its signing.
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This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement attached as Exhibit 2.2 to this current report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
The foregoing information (including the Exhibit 99.3 hereto) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information
The unaudited pro forma condensed consolidated financial information required by
Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.4 and is incorporated
herein by reference. The unaudited pro forma condensed consolidated balance
sheet as of
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(d) Exhibits. Exhibit Number Description 2.1* Stock Purchase Agreement, datedDecember 30, 2022 , amongGreat Elm FM Acquisition, Inc. ,Great Elm Group, Inc. andJ.P. Morgan Broker-Dealer Holdings Inc. 2.2* Purchase Agreement, datedJanuary 3, 2023 , amongGreat Elm Healthcare, LLC ,Great Elm DME Holdings, Inc. andQHM Holdings Inc. 4.1* Promissory Note, datedDecember 29, 2022 , among Great Elm FMAcquisition, Inc. ,Great Elm Group, Inc. , andForest Investments, Inc. 4.2* Amended and Restated Stockholders Agreement ofForest Investments, Inc. , datedDecember 30, 2022 , amongForest Investments, Inc. ,Great Elm Group, Inc. andJ.P. Morgan Broker Dealer-Holdings, Inc. 99.1 Presentation issued byGreat Elm Group, Inc. , datedJanuary 3, 2023 . 99.2 Transactions with JPM Press Release issued byGreat Elm Group, Inc. , datedJanuary 3, 2023 . 99.3 Sale of HC LLC Press Release issued byGreat Elm Group, Inc. , datedJanuary 3, 2023 . 99.4 Unaudited pro forma condensed consolidated financial statements of GEG for the years endedJune 30, 2022 and 2021 and as of and for the three months endedSeptember 30, 2022 . 104 The cover page from this current Report on Form 8-K, formatted as inline XBRL.
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. GEG hereby undertakes to furnish supplementally a copy of any
omitted schedule or exhibit upon request by the
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