Regional Brands, Inc. (OTCPK:RGBD), Lorraine Capital LLC and the management of B.R. Johnson, Inc. acquired B.R. Johnson, Inc. from William A. Harfosh, Michael V. Howard, Anthony C. Minieri and Arthur P. Brillanti for $15.4 million on November 1, 2016. The purchase consideration comprises an initial cash payment of $12.9 million, and a promissory note worth $2.5 million. The purchase consideration is subject to customary working capital adjustments. Under the terms of the agreement, Regional Brands, Inc. will own 76.2% stake and Lorraine Capital LLC along with members of Senior Management of B.R. Johnson. Lorraine Capital will also provide management, financial and reporting services to B.R. Johnson pursuant to a management services agreement in exchange for a management fee based on B.R. Johnson’s EBITDA. Regional Brands has issued and sold 0.89 million shares of its common stock for an aggregate purchase price of $12.07 million in a private placement to finance the acquisition as well as potential future acquisitions. Regional will be providing $7.14 million in a senior subordinated term note and $3.81 million in preferred equity of B.R. Johnson, with the remainder coming from bank financing, a seller's note and entities affiliated with Lorraine Capital. B.R. Johnson will be an operating subsidiary of Regional post-closing.   B.R. Johnson will continue to be headquartered in Syracuse and will operate as an autonomous business managed by the current B.R. Johnson team with oversight of a management committee controlled by Lorraine.  Regional Brands’ representatives on the management committee of B.R. Johnson, LLC will be Chief Executive Officer Fred DiSanto and Louis Joseph. Michael R. Neidell of Olshan Frome Wolosky LLP acted as legal advisor to both Regional Brands and Lorraine Capital. Ross J. Kirchick of Lippes Mathias Wexler Friedman LLP acted as legal advisor to Lorraine Capital. Gerald F. Stack of Barclay Damon, LLP acted as legal advisor to the selling shareholders. Regional Brands, Inc. (OTCPK:RGBD), Lorraine Capital LLC and the management of B.R. Johnson, Inc. completed the acquisition of B.R. Johnson, Inc. from William A. Harfosh, Michael V. Howard, Anthony C. Minieri and Arthur P. Brillanti on November 1, 2016.