National Holdings Corporation (NasdaqCM:NHLD) entered into a definitive purchase agreement to acquire Winslow Evans & Crocker, Inc. (“WEC”), Winslow, Evans & Crocker Insurance Agency, Inc. (“WIA”), and Winslow Financial, Inc. (“WF”) from Daniel Santanello and Robert Maloney for approximately $7.2 million on August 26, 2019. The aggregate purchase price of approximately $3.2 million paid at closing in cash, subject to certain adjustments, plus additional consideration to be based on the amount of net operating capital of WEC and WF as of the closing, payable in three annual installments and not to exceed $1 million in the aggregate, the aggregate pre-tax net income (loss) of the Winslow's through September 22, 2022, provided that such additional consideration shall not be less than $3 million in the aggregate, and a portion of the synergies achieved through September 20, 2022. At the signing of the purchase agreement, the National Holdings deposited $0.5 into escrow, which will be applied to the amount payable at closing or which would be forfeited if the transactions are approved by FINRA but are not consummated due to certain breaches of the purchase agreement by the National Holdings. Santanello collectively own all of the issued and outstanding shares of common stock WEC, Maloney owns all of the issued and outstanding shares of common stock of WIA and all of the issued and outstanding shares of common stock of WF. The purchase agreement also provides for customary termination rights. Transactions are subject to the satisfaction or waiver of customary conditions, including certain regulatory approvals and consents. The transaction is expected to close in the first fiscal quarter of 2020. The acquisition is expected to be accretive to gross and adjusted EBITDA margins. Andrew A. Croxford of Mirick, O’Connell, DeMallie & Lougee, LLP acted as legal advisor to Robert Maloney. Andrew N. Goldman and Jeffrey A. Stein of Wilmer Cutler Pickering Hale and Door LLP acted as legal advisors to National Holdings Corporation. National Holdings Corporation (NasdaqCM:NHLD) completed the acquisition of Winslow Evans & Crocker, Inc. (“WEC”), Winslow, Evans & Crocker Insurance Agency, Inc. (“WIA”), and Winslow Financial, Inc. (“WF”) on December 31, 2019.