UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 21, 2013
Date of Earliest Event Reported: March 15, 2013
Calpian, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 000-53997 | 20-8592825 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 500 North Akard Street, Suite 2850, Dallas, Texas |
75201 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 758-8600
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 15, 2013, Calpian Inc. (the “Company”) completed its previously announced acquisition of assets from Pipeline Data Inc., Securepay.com Inc., Northern Merchant Services Inc., Pipeline Data Processing Inc., Pipeline Data Portfolio Acquisitions Inc., Aircharge Inc., PayPipe Inc., Paynet Systems Inc., PayPassage Inc., and Valadata Inc. (collectively “Sellers”).
Forming a new wholly owned subsidiary, Calpian Commerce, Inc., to hold the acquired assets, the subsidiary provides the merchant community access to leading third party payment platforms and its own related proprietary software based products. Calpian Commerce delivers its products and services to merchants via three delivery chains: a direct sales force, ISOs and Agent Banks.
Pursuant to the terms and conditions of the purchase agreement, the Company acquired certain assets and liabilities of the Sellers in consideration of a cash payment of $9,750,000. The assets acquired include, without limitation: merchant contracts, accounts receivable, intellectual property, assumed contracts and leases, equipment and fixtures, and miscellaneous additional tangible and intangible assets.
The Company assumed selected liabilities of the Sellers which include, without limitation: certain contractual obligations arising after the closing, certain cure payments related to the assumed contracts, obligations to refund certain merchant cash reserves under the assumed contracts, and other miscellaneous liabilities listed as part of the agreement.
The acquisition described above was financed by expanding the Company’s senior credit facility arranged by Granite Hill Capital Ventures, LLC from $5 million to $14.5 million under similar terms and conditions as previously existing.
The foregoing description of the asset purchase is a summary only and is qualified in its entirety by reference to the full text of the agreement document, which the Company will file following closing as an exhibit to its annual report on Form 10-K, expected to be filed on or before March 31, 2013.
Item 9.01. Financial Statements and Exhibits.
Financial statements required by this item will be filed within 71 days of this filing.
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.
| CALPIAN, INC. | ||||||
| Date: March 21, 2013 | By: | /s/ David N. Pilotte | ||||
| David N. Pilotte | ||||||
| Chief Financial Officer | ||||||