UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On November 12, 2020, ScanSource, Inc. (the “Company”) completed the sale of its products business in Europe and the UK, which was previously classified by the Company as discontinued operations, to SSE Services Holdings, LLC (the “Buyer”), pursuant to a Sale and Purchase Agreement, dated November 12, 2020, by and among ScanSource Europe C.V. (the “Seller”) and Buyer (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company received a payment of approximately $30.0 million in cash at closing, subject to customary post-closing working capital adjustments.
A copy of the Purchase Agreement is filed as Exhibit 2.1 of this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 2.1. The representations and warranties contained in the Purchase Agreement were made only for purposes thereof and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules that the parties have exchanged, which has been omitted pursuant to Item 601(b)(2) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 2.1* | Sale and Purchase Agreement, dated November 12, 2020, by and among ScanSource Europe C.V. and SSE Services Holdings, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ScanSource, Inc. | ||||||
| Date: November 13, 2020 | By: | /s/ Gerald Lyons | ||||
| Name: | Gerald Lyons | |||||
| Its: | Senior Executive Vice President and Chief Financial Officer | |||||