Titan Machinery Inc. (NasdaqGS:TITN) entered into a Securities Purchase Agreement to acquire Heartland Solutions, LLC from Oak Hill Capital Management, LLC, Jeff Keller and Robert Caldwell for $15.7 million on July 8, 2022. Pursuant to the terms of the Heartland Purchase Agreement, the company will acquire all of the issued and outstanding membership units of Heartland Solutions for a base purchase price payable in cash of $15.7 million. The company expects to fund the purchase price predominately using available cash on hand. In related transactions, Titan Machinery Inc. also entered into separate Securities Purchase Agreements to acquire Heartland Ag Systems and Heartland Leverage Lender, LLC. In the full year period ended December 31, 2021, the Heartland companies generated revenue of $213.9 million and EBITDA of $15.3 million.
The completion of each Transaction is subject to certain customary closing conditions, including, but not limited to: (i) the absence of any statute, rule, regulation, injunction or order by any governmental authority that prohibits the consummation of such Transaction; (ii) with respect to each Heartland Purchase Agreement, the closing of the Transactions under the other two Heartland Purchase Agreements; (iii) the receipt of other third party approvals and consents specified in the relevant Heartland Purchase Agreement; (iv) the absence of any Material Adverse Effect (as such term is defined in the Heartland Purchase Agreements); and other customary applicable releases. It is expected to close in August of 2022. The transaction is accretive of approximately $0.43 in run-rate earnings per share, including revenue synergies.
Brian L. Harr of Koley Jessen P.C., LLO acted as legal advisor to the sellers while D.A. Davidson Companies acted as financial advisor. John J. Zak and Craig M. Fischer of Hodgson Russ acted as legal advisor to Titan Machinery Inc. Forvis LLP acted as accountant to the sellers.