UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Act of 1934
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March 11, 2024, AMCON Distributing Company (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with Burklund Distributors, Inc. ("Burklund"). Under the Asset Purchase Agreement, the Company agreed to purchase substantially all of Burklund’s wholesale distribution assets for approximately $18.9 million plus or minus working capital adjustments as set forth in the Asset Purchase Agreement. The Company will fund the transaction with borrowings from its existing bank group and term debt. The transaction is expected to close in the Company’s third fiscal quarter of 2024. The transaction is subject to customary representations, warranties, covenants, and closing conditions.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On March 15, 2024, the Company issued a press release announcing the signing of the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| EXHIBIT NO. | DESCRIPTION |
| 99.1 | Press release, dated March 15, 2024, issued by AMCON Distributing Company. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMCON DISTRIBUTING COMPANY | |
| (Registrant) |
| Date: March 15, 2024 | /s/ Charles J. Schmaderer |
| Name: | Charles J. Schmaderer | |
| Title: | Vice President, Chief Financial Officer and Secretary |