ShoreView Industries entered into an agreement to acquire P&F Industries, Inc. (NasdaqGM:PFIN) from Lawndale Capital Management LLC and Others for $41 million on October 13, 2023. As part of consideration, ShoreView Industries will pay $13 in cash for each share of P&F Industries. ShoreView intends to fund the transaction with a combination of cash from ShoreView Capital Partners IV, LP and committed financing. Shoreview secured committed debt financing, which is subject to customary terms and conditions, consisting of debt financing from RCS SBIC Fund II, L.P., Northstar Mezzanine Partners VIII L.P. and Northstar Mezzanine Partners SBIC, L.P. The aggregate proceeds of the equity financing and the debt financing will be sufficient for company to pay the aggregate merger consideration and all related fees and expenses. Following completion of the transaction, P&F will become a wholly owned subsidiary of ShoreView and P&F's common stock will no longer be listed on any public market. P&F Industries will pay $2.1 million and ShoreView will pay $3.7 million upon termination of the agreement under specified circumstances.

The proposed transaction has been unanimously approved by the P&F and ShoreView board of directors. The proposed transaction has been approved by shareholders of ShoreView. The transaction is subject to approval by holders of a majority of the shares not owned by Horowitz, consent of one of the Company's significant customers and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2023.

Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Special Committee of P&F Industries. East Wind Securities acted as financial advisor and fairness opinion provider to P&F and Steven J. Kuperschmid of Ruskin Moscou Faltischek, P.C. acted as legal advisor to P&F. Jeffrey N. Smith and Matthew D. Stoker of Sidley Austin LLP acted as legal advisor to ShoreView. P&F has retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $7,500 plus expenses. P&F has agreed to pay East Wind a transaction fee that is estimated at approximately $1.050 million, of which $850 thousand is contingent upon consummation of the Merger.