Najafi Companies entered into a definitive agreement to acquire STX Financing, LLC from Eros STX Global Corporation (NYSE:ESGC) for approximately $170 million on December 6, 2021. The purchase price at Closing will be $173 million, minus the $2.0 million deposit previously paid, subject to customary adjustments for transaction expenses and debt, including repayment of the indebtedness of STX Entertainment, which is currently approximately $148 million($124 million remained outstanding under the Senior Credit Agreement, and $24 million remained outstanding under the subordinated credit agreement). As of March 15, 2022 the agreement was amended. As per the amendment Najafi will acquire 85% stake representing 100% voting interests and Eros will retain 15% stake in STX. The purchase agreement also provides ESGC with a go-shop period, during which the board of directors of ESGC, with the assistance of its financial advisor, Lazard, will solicit alternative proposals from third parties for a period of 45 days. Najafi has exclusively partnered with The Forest Road Company, as its lender, who is expected to repay STX Entertainment's indebtedness and provide it with working capital going forward. The purchase agreement provides for ESGC to pay a termination fee of $4.5 million (plus the return of $2 million that Najafi has funded as a deposit) to Najafi if ESGC terminates the purchase agreement in connection with accepting a superior proposal. Under specified circumstances set forth in the purchase agreement, Najafi will be required to pay ESGC a termination fee of $4.5 million (less the $2 million Najafi deposit) if Najafi fails to close the transaction. The transaction with Najafi is subject to customary closing conditions, including its lender's confirmatory due diligence. The transaction is expected to close by the end of January 2022. Lazard Ltd (NYSE:LAZ) acted as financial adviser, Kirkland & Ellis LLP and Gibson, Dunn & Crutcher LLP acted as legal advisers to Eros STX Global Corporation. Ballard Spahr LLP acted as legal adviser to Najafi Companies. Cahill Gordon & Reindel LLP acted as legal advisor to STX Financing, LLC in the transaction.

Najafi Companies completed the acquisition of STX Financing, LLC from Eros STX Global Corporation (NYSE:ESGC) for approximately $160 million on April 22, 2022. AS Birch Grove LP and 777 Partners provided financing. Robert Simonds will serve as STX Chairman and Noah Fogelson, currently the President, will become the new Chief Executive Officer. Adam Fogelson will continue to serve as Chairman of the Motion Picture Group, Andrew Warren will continue as Chief Financial Officer, and John Friedberg will continue overseeing the international and acquisitions divisions for the Motion Picture Group out of the Company's London office. Sullivan & Cromwell LLP acted as legal advisor to Lazard financial advisor to SRX Global.