TechPrecision Corporation (OTCPK:TPCS) entered into a stock purchase agreement to acquire STADCO, Inc. from Five Crowns Capital, LLC and others for $0.8 million on October 16, 2020. Under the terms of the transaction, TechPrecision will issue 1 million shares as consideration of the transaction. On February 2, 2021, TechPrecision Corporation entered into an amendment of stock purchase agreement effective December 15, 2020. Under the stock purchase agreement amendment, if the acquisition is not closed by February 28, 2021 TechPrecision or Stadco may have terminated the agreement. STADCO reported revenues of $16.4 million in 2019. On July 23, 2021, TechPrecision Corporation entered into an amendment of stock purchase agreement effective July 20, 2020. Under the stock purchase agreement amendment TechPrecision will issue 0.6 million shares as consideration. The transaction is subject to the agreements being reached with certain stockholders and lenders of STADCO, in each case relating to the satisfaction of the debts and obligations owed to such persons, the completion of certain due diligence activities to the satisfaction of the TechPrecision, receipt of consents and approvals from third parties and certain customary conditions. The deal is expected to complete on December 1, 2020. As of June 10, 2021, due diligence and negotiations continue into the final stages with regards to the acquisition and TechPrecision expect to reach a resolution before August 1, 2021. The acquisition will immediately double the size of the TechPrecision by revenue and provide an established defense and aerospace presence for TechPrecision. As of August 12, 2021, closing is expected to occur during the week of August 15, 2021.
TechPrecision Corporation (OTCPK:TPCS) completed the acquisition of STADCO, Inc. from Five Crowns Capital, LLC and others on August 26, 2021. TechPrecision issued approximately 1.5 million shares of its common stock to satisfy Stadco's indebtedness to its shareholders and certain other debt holders and acquire all outstanding shares of Stadco. TechPrecision purchased Stadco's loan from Sunflower Bank, for a total amount of approximately $7.9 million in cash, which included a reduction of its loan indebtedness by $1.4 million. TechPrecision reached an agreement with Five Crowns Credit Partners, LLC, which held a substantial number of Stadco debt and equity securities. In exchange for all such securities, TechPrecision issued to Five Crowns (1) 600,000 shares of TPCS common stock; and (2) warrants to purchase 100,000 shares of TPCS Stock at $1.43 with a three-year exercise time limit. TechPrecision closed on a private placement financing and new loans from its current bank, Berkshire Bank, the proceeds of which were used to settle Stadco's debt and acquire the outstanding shares of Stadco. Cecil E. Martin, III of McGuireWoods LLP acted as legal advisor to TechPrecision Corporation, whereas Eric Bardwell of Jeffer Mangels Butler & Mitchell LLP acted as legal advisor to Five Crowns Capital, LLC.