SMG Industries Inc. (OTCPK:SMGI) entered into a transaction agreement to acquire Barnhart Transportation, LLC, Barnhart Fleet Maintenance, LLC, Lake Shore Logistics, LLC, Lake Shore Global Solutions, LLC, Legend Equipment Leasing, LLC and Route 20 Tank Wash, LLC from Bryan S. Barnhart and Timothy W. Barnhart for $53.3 million on July 7, 2023. The consideration includes $26 million paid in cash at closing. As part of the transaction, the principal owners of Barnhart received $19.25 million of the purchase price in the form of SMGI common stock, received $5 million of SMGI preferred stock and received a $3 million promissory note from SMGI. The transaction was financed through a $25 million revolving credit facility from a national lender, with $16.4 million available and $10.9 million funded at closing, leaving $5.5 million of additional liquidity available on the revolving credit facility after closing. In addition, a $31.7 million senior secured term loan facility from Great Rock Capital was utilized to fund the purchase price. The proceeds from these two new senior secured lenders were used to finance the acquisition, refinance a portion of SMGI's existing debt that didn?t convert into SMGI common stock at closing, and to cover associated transaction and professional fees and expenses. B. Riley Securities, Inc. acted as financial advisor and Jon Nygren and Ben Stacke of Faegre Drinker Biddle & Reath LLP acted as legal advisor to SMG Industries Inc. W. Todd Metzger of Scopelitis, Garvin, Light, Hanson & Feary PLC acted as legal advisor to Barnhart Transportation, LLC. Phil Pizzurro, Chris Wolf, Rick Buchoz of Generational Capital Markets, Inc. acted as financial advisor to Barnhart Transportation, LLC.

SMG Industries Inc. (OTCPK:SMGI) completed the acquisition of Barnhart Transportation, LLC, Barnhart Fleet Maintenance, LLC, Lake Shore Logistics, LLC, Lake Shore Global Solutions, LLC, Legend Equipment Leasing, LLC and Route 20 Tank Wash, LLC from Bryan S. Barnhart and Timothy W. Barnhart for $47.9 million on July 7, 2023. At closing, SMG paid $24.07 million in cash, net of cash acquired of $0.18 million, Unsecured note payable of $2.6 million, Common stock consisting of 77,000,000 shares and Preferred Stock consisting of 500 shares of 5% Series C Convertible Preferred Stock.