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 (Date of earliest event reported): February 20, 2018

 

STANDARD DIVERSIFIED OPPORTUNITIES INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-36696 56-1581761
(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 155 Mineola Boulevard

Mineola, NY

 

11501

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (302) 824-7062

 

 

 

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

  

Item 1.01. Entry into a Material Definitive Agreement.

 

On February 20, 2018, Standard Outdoor Southeast II LLC (“Buyer”), an indirect wholly owned subsidiary of Standard Diversified Opportunities Inc. (the “Registrant”), and Vista Outdoor Corporation (“Seller”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Buyer will acquire, at closing, assets consisting of 86 billboards located in Georgia and Florida (the “Assets”). In addition, Buyer will acquire the ground leases and advertising contracts relating to such billboards. The consideration for the acquired assets will be $6,900,000, of which $3,200,000 is payable in cash (subject to adjustments and prorations), $3,450,000 is payable under a promissory note issued by Buyer to Seller, and the remaining $250,000 is payable in shares of the Registrant’s common stock. The transaction was subject to customary representations and warranties and was consummated on the date of the Asset Purchase Agreement.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On February 20, 2018, in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, Buyer issued to Seller a Promissory Note and Security Agreement in the original principal amount of $3,450,000 (the “Note”). The Note calls for monthly payments of interest at an annual rate of 5.0%, with payments of principal and interest commencing on March 1, 2019. The final payment of principal and interest shall be made on March 1, 2022. The Note shall be secured by a first priority security interest in the Assets and the proceeds thereof. The Note has standard events of default for non-payment of principal or interest, certain events of insolvency and bankruptcy of the maker and other uncured, non-monetary defaults.

  

 

 

  

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.

 

  STANDARD DIVERSIFIED OPPORTUNITIES INC.  
       
       
Date:  February 21, 2018 By: /s/Ian Estus  
  Name:   Ian Estus  
  Title:   President and Chief Executive Officer