Kelly Services, Inc. (NasdaqGS:KELY.A) acquired Softworld, Inc. from Michael Shuman for approximately $220 million on April 5, 2021. The base purchase price is subject to customary adjustments to reflect changes in net working capital, cash, indebtedness and transaction expenses. The purchase price was financed using available cash. Softworld will continue to operate under its own brand. In connection with the transaction, the parties entered into an escrow agreement with JPMorgan Chase Bank, N.A., as escrow agent, pursuant to which the Company deposited $2,000,000, to be held pending finalization of a customary post-closing net working capital adjustment to the purchase price. In 2020, Softworld generated revenue in excess of $100 million. George Ticknor, Paul M. Mahoney, Walter Rodriguez and Ben Ferrucci of Locke Lord LLP acted as legal advisor to Michael Shuman. Erik Lopez of Jasso Lopez PLLC acted as legal advisor to Kelly Services. Deloitte Corporate Finance LLC acted as financial advisor to Softworld, Inc. Tom Jones of BDO USA acted as financial and tax due diligence provider to Kelly Services.

Kelly Services, Inc. (NasdaqGS:KELY.A) completed the acquisition of Softworld, Inc. from Michael Shuman on April 5, 2021. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Softworld at the closing date and estimated working capital adjustments resulting in Kelly Services paying cash of $220.4 million. Total consideration includes $2.6 million of additional consideration that is payable to the seller in 2022. After a working capital adjustment of $6.0 million, the total consideration is $217 million.