River Metals Recycling, LLC entered into that certain asset purchase agreement to acquire substantially all of the assets of Industrial Services of America, Inc. for $23.3 million.
August 18, 2019
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River Metals Recycling, LLC entered into that certain asset purchase agreement to acquire substantially all of the assets of Industrial Services of America, Inc. (NasdaqCM:IDSA) for $23.3 million on August 16, 2019. The amount of $0.6 million of the purchase price would be held in escrow to satisfy the potential net working capital purchase price adjustment, and the amount of $0.1 million of the purchase price would be held in escrow to satisfy any liabilities of the Industrial Services relating to the Chemetco Superfund site in Hartford, Illinois. As part of transaction, Industrial Services of America will change its name to Recycling Asset Holdings, Inc. In case of termination, a termination fee of $0.85 million would be payable by the Industrial Services minus an amount not exceeding $0.3 million of termination costs. Industrial Services will continue to operate in the normal course until the transaction closes. River Metals intends to hire substantially all of Industrial Services employees immediately after the closing of the transaction. Todd Phillips, Chief Executive Officer of Industrial Services is not expected to join River Metals.
The transaction is subject to name change of Industrial Services of America, approval of Industrial Services shareholders, Industrial Services expects to call and hold a shareholders’ meeting seeking to obtain this approval and separate approval of a plan of dissolution. The Plan of Dissolution, the Assumption Agreement and Escrow Agreement are subject to completion of the transaction. Industrial Services of America Board of Directors by unanimous vote, approved the purchase agreement. The annual meeting of shareholders of Industrial Services shareholders will be held on November 20, 2019. The transaction follows an extended process in which a special committee of the Industrial Services of America’s board of directors explored strategic alternatives available to the Industrial Services. The transaction is expected to close in late fourth quarter 2019 or early first quarter 2020. Rob Rust of Moore & Van Allen PLLC acted as legal advisor to River Metals Recycling. James Giesel and Jeff Hallos of Frost Brown Todd LLC acted as legal advisors to Industrial Services of America. Valuation Research Corporation acted as fairness opinion provider to the board of directors of Industrial Services of America. Conway MacKenzie Capital Advisors LLC acted as financial advisor to the special committee of Industrial Services of America. Industrial Services of America shall pay $0.07 million to Valuation Research Corporation as fairness opinion fees.
Industrial Services of America, Inc. buys, processes and markets ferrous and non-ferrous metals, and other recyclable commodities. The Company operates through Recycling Segment. The Company's Recycling Segment collects, purchases, processes, and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries and refineries. It buys, dismantles and sells used auto parts. It purchases ferrous and non-ferrous scrap metal from industrial and commercial generators of steel, iron, aluminum, copper, stainless steel and other metals, and from scrap dealers and retail customers who deliver these materials to its facilities. It processes scrap metal through sorting, cutting and baling. Its non-ferrous scrap recycling operations consist of collecting, sorting and processing various grades of copper, aluminum, stainless steel and brass. Its used automobile yard purchases automobiles so that retail customers can locate and remove used parts for purchase.
River Metals Recycling, LLC entered into that certain asset purchase agreement to acquire substantially all of the assets of Industrial Services of America, Inc. for $23.3 million.
RECYCLIN SHS 