Benzinga | Dec 1, 2021 09:23AM EST

OLB Group 8-K From Tuesday Evening Showed Co. Entered Asset Purchase Deal With FFS Data To Buy Portfolio Of Merchants In CBD Industry For $18M

On November 24, 2021, The OLB Group, Inc. ("we," "us," "our," and the "Company") entered into an Asset Purchase Agreement (the "Agreement") dated as of November 24, 2021 with FFS Data Corporation ("Seller") whereby it acquired a portfolio of merchants in the CBD industry, along with other merchants (individually, a "Merchant" and, collectively, the "Merchants") utilizing financial transaction processing services (the "Purchased Assets") conducted by Seller (the "Transaction"). In addition to the Purchased Assets, the Company purchased customer lists, intellectual property and net revenue, residuals, rebates, or credits relating to the Purchased Assets accruing from October 1, 2021.



The purchase price is $18 million, with $16 million being paid at closing and $2 million being held in an escrow account and becoming payable within six (6) months after the closing (the "Escrowed Funds") and subject to an adjustment based on the revenue and residuals generated by the Purchased Assets. The Escrowed Funds will be adjusted whereby, if there is an average revenue shortfall percentage of 20% or less, then the full amount of the Escrowed Funds shall be released to Seller one year from the closing date of November 24, 2021. If the average revenue shortfall is more than 20%, then the Escrowed Funds will be released to Seller in pro rata amounts using the percentage basis of the funds that is more than 20%. As an illustration, if the average revenue shortfall is 30%, the Escrowed Funds shall be released to Seller in the amount of $1,800,000.00 (using an attrition adjustment of 10%).



The Agreement contains a restrictive covenant whereby for a period of ten (10) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any Merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.