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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/26/20 Alta Equipment Group Inc. S-1 85:8.9M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.09M
2: EX-5.1 Opinion of Counsel re: Legality HTML 27K
3: EX-10.12 Material Contract HTML 28K
4: EX-23.1 Consent of Expert or Counsel HTML 22K
5: EX-23.2 Consent of Expert or Counsel HTML 22K
6: EX-23.3 Consent of Expert or Counsel HTML 23K
7: EX-23.4 Consent of Expert or Counsel HTML 23K
8: EX-23.5 Consent of Expert or Counsel HTML 22K
15: R1 Cover HTML 38K
16: R2 Consolidated Balance Sheets HTML 153K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
18: R4 Consolidated Statements of Operations HTML 97K
19: R5 Consolidated Statements of Operations HTML 29K
(Parenthetical)
20: R6 Consolidated Statements of Stockholder's Equity HTML 83K
(Deficit)
21: R7 Consolidated Statements of Stockholder's Equity HTML 25K
(Deficit) (Parenthetical)
22: R8 Consolidated Statements of Cash Flows HTML 170K
23: R9 Organization and Nature of Business Operations HTML 46K
24: R10 Summary of Significant Accounting Policies HTML 69K
25: R11 Related Party Transactions HTML 33K
26: R12 Stockholders' Equity HTML 37K
27: R13 Fair Value Instruments HTML 40K
28: R14 Income Tax HTML 50K
29: R15 Subsequent Events HTML 29K
30: R16 Revenue Recognition HTML 67K
31: R17 Inventories HTML 33K
32: R18 Property and Equipment HTML 37K
33: R19 Goodwill HTML 30K
34: R20 Intangible Assets HTML 36K
35: R21 Lines of Credit and Floor Plans HTML 32K
36: R22 Long-Term Debt HTML 42K
37: R23 Contingencies HTML 27K
38: R24 Business Combinations HTML 75K
39: R25 Segments HTML 72K
40: R26 Summary of Significant Accounting Policies HTML 112K
(Policies)
41: R27 Summary of Significant Accounting Policies HTML 32K
(Tables)
42: R28 Income Tax (Tables) HTML 48K
43: R29 Revenue Recognition (Tables) HTML 51K
44: R30 Inventories (Tables) HTML 33K
45: R31 Property and Equipment (Tables) HTML 36K
46: R32 Goodwill (Tables) HTML 30K
47: R33 Intangible Assets (Tables) HTML 36K
48: R34 Long-Term Debt (Tables) HTML 34K
49: R35 Fair Value Instruments (Tables) HTML 29K
50: R36 Business Combinations (Tables) HTML 76K
51: R37 Segments (Tables) HTML 74K
52: R38 Organization and Nature of Business Operations - HTML 92K
Additional Information (Detail)
53: R39 Summary of Significant Accounting Policies - HTML 111K
Additional Information (Detail)
54: R40 Summary of Significant Accounting Policies - HTML 38K
Schedule of basic and diluted income (Loss) Per
Share (Detail)
55: R41 Related Party Transactions - Additional HTML 69K
Information (Detail)
56: R42 Stockholders Equity - Additional Information HTML 66K
(Detail)
57: R43 Fair Value Instruments - Additional Information HTML 44K
(Detail)
58: R44 Income Taxes - Summary of Income Tax Benefit HTML 42K
(Detail)
59: R45 Income Tax - Schedule of federal income tax rate HTML 35K
(Detail)
60: R46 Subsequent Events - Additional Information HTML 58K
(Detail)
61: R47 Revenue Recognition - Additional Information HTML 38K
(Detail)
62: R48 Revenue Recognition - Summary of Disaggregated HTML 49K
Revenues (Detail)
63: R49 Inventories - Summary of Components of HTML 40K
Inventories, Net (Detail)
64: R50 Inventories - Additional Information (Detail) HTML 25K
65: R51 Property and Equipment - Schedule of Property and HTML 47K
Equipment, Net (Detail)
66: R52 Property and Equipment - Additional Information HTML 37K
(Detail)
67: R53 Goodwill - Schedule of Carrying Amount of Goodwill HTML 33K
in Total and by Reportable Segment (Detail)
68: R54 Intangible Assets - Schedule of Gross Carrying HTML 39K
Amount of Intangible Assets and Accumulated
Amortization (Detail)
69: R55 Intangible Assets - Additional Information HTML 26K
(Detail)
70: R56 Lines of Credit and Floor Plans - Additional HTML 72K
Information (Detail)
71: R57 Long-term Debt - Additional Information (Detail) HTML 116K
72: R58 Long-term Debt - Schedule of Long-term Debt HTML 43K
(Detail)
73: R59 Contingencies - Additional Information (Detail) HTML 33K
74: R60 Income Taxes - Additional Information (Detail) HTML 36K
75: R61 Fair Value Instruments - Summary of Provisional HTML 28K
Fair Value of Contingent Liability for Earn-out
Consideration at Net Present Value by Level of
Hierarchy (Detail)
76: R62 Business Combinations - Additional Information HTML 68K
(Detail)
77: R63 Business Combinations - Summary of Net Assets HTML 106K
Acquired from Acquisition (Detail)
78: R64 Business Combinations - Summary of Components of HTML 35K
Purchase Price (Detail)
79: R65 Business Combinations - Summary of Pro Forma HTML 44K
Information (Detail)
80: R66 Segments - Additional Information (Detail) HTML 30K
81: R67 Segments - Schedule of Results of Operations by HTML 77K
Reportable Segment (Detail)
82: R68 Segments - Summary of Identified Assets by HTML 34K
Reportable Segment (Detail)
84: XML IDEA XML File -- Filing Summary XML 150K
83: EXCEL IDEA Workbook of Financial Reports XLSX 118K
9: EX-101.INS XBRL Instance -- altg-20200630 XML 1.79M
11: EX-101.CAL XBRL Calculations -- altg-20200630_cal XML 270K
12: EX-101.DEF XBRL Definitions -- altg-20200630_def XML 864K
13: EX-101.LAB XBRL Labels -- altg-20200630_lab XML 1.37M
14: EX-101.PRE XBRL Presentations -- altg-20200630_pre XML 1.07M
10: EX-101.SCH XBRL Schema -- altg-20200630 XSD 209K
85: ZIP XBRL Zipped Folder -- 0001193125-20-276978-xbrl Zip 191K
| EX-10.12 |
Exhibit 10.12
Howell Tractor and Equipment, LLC
3111 W.167th St.
Attention: Manager
Re: Registration of 650,000 shares of common stock of Alta Equipment Group Inc.
Ladies and Gentlemen:
Reference is made to that certain Asset Purchase Agreement (the “Agreement”), dated as of October 15, 2020, is by and among Alta Construction Equipment Illinois, LLC, a Michigan limited liability company (“Buyer”), Howell Tractor and Equipment, LLC, an Illinois limited liability company (“Seller”), Lanigan Holdings LLC, an Illinois limited liability company (“Lanigan Holdings”) and Lanigan Partners, Ltd., an Illinois limited partnership (“Lanigan Partners”). Capitalized terms used in this letter and not defined in this letter shall have the meanings ascribed to them in the Agreement.
Pursuant to Section 7.02(r) of the Agreement, at the closing of the transactions contemplated by the Agreement the Share Consideration shall be registered for resale with the Securities and Exchange Commission (the “SEC”).
In furtherance of the obligation to register the Share Consideration for resale, the parties to this letter agreement have agreed as follows:
1. Alta Equipment Group Inc., a Delaware corporation and the parent corporation of Buyer (“Parent”), shall prepare and file with the SEC a registration statement with respect to the Share Consideration and shall use its commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective the earlier of the date all of the Share Consideration has been sold or the date all of the Share Consideration is freely tradeable under Rule 144 promulgated under the Securities Act of 1933 (the “Securities Act”) or any successor rule to Rule 144.
2. Parent shall prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement.
3. Parent shall furnish to the selling securityholders named in the registration statement such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such holders may reasonably request in order to facilitate their disposition of their Share Consideration.
4. Parent shall use its commercially reasonable efforts to cause all such Share Consideration covered by such registration statement to be listed on the New York Stock Exchange or any other exchange on which the Parent’s common stock is listed.
5. Parent shall be responsible for all expenses (other than selling expenses incurred by a selling stockholder) incurred in connection with registrations, filings, or qualifications pursuant to this letter agreement, including all registration, filing, and qualification fees; printers’ and accounting fees; and fees and disbursements of counsel for the Company.
Please confirm your agreement to this letter agreement by signing below where indicated.
| Very truly yours, |
| Alta Equipment Group Inc. |
| /s/ Anthony J. Colucci |
| Anthony J. Colucci, |
| Chief Financial Officer |
| Agreed and acknowledged by: | ||
| Howell Tractor and Equipment, LLC | ||
| /s/ Stephen J. Bayers | ||
| Stephen J. Bayers, | ||
| Manager | ||
| Lanigan Holdings LLC, | ||
| /s/ Stephen J. Bayers | ||
| Stephen J. Bayers, | ||
| Chief Financial Officer | ||
| Lanigan Partners, Ltd | ||
| /s/ Stephen J. Bayers | ||
| Stephen J. Bayers, | ||
| Chief Financial Officer | ||
2
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/26/20 | |||
| 10/23/20 | ||||
| 10/15/20 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Alta Equipment Group Inc. 10-K 12/31/23 119:25M Donnelley … Solutions/FA 11/08/23 Alta Equipment Group Inc. 10-Q 9/30/23 94:15M Donnelley … Solutions/FA 8/09/23 Alta Equipment Group Inc. 10-Q 6/30/23 93:16M Donnelley … Solutions/FA 5/10/23 Alta Equipment Group Inc. 10-Q 3/31/23 91:13M Donnelley … Solutions/FA 3/09/23 Alta Equipment Group Inc. 10-K 12/31/22 116:19M Donnelley … Solutions/FA 11/09/22 Alta Equipment Group Inc. 10-Q 9/30/22 94:17M Donnelley … Solutions/FA 8/09/22 Alta Equipment Group Inc. 10-Q 6/30/22 93:16M Donnelley … Solutions/FA 3/31/22 Alta Equipment Group Inc. 10-K 12/31/21 118:18M ActiveDisclosure/FA 7/09/21 Alta Equipment Group Inc. POS AM 2:319K ActiveDisclosure/FA 3/18/21 Alta Equipment Group Inc. 10-K 12/31/20 114:16M ActiveDisclosure/FA 10/29/20 SEC UPLOAD¶ 12/03/20 2:39K Alta Equipment Group Inc. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/20 Alta Equipment Group Inc. 8-K12B:1,2, 2/14/20 7:1.1M EdgarAgents LLC/FA 2/14/20 Alta Equipment Group Inc. 8-A12B/A 7:438K EdgarAgents LLC/FA 2/04/20 Alta Equipment Group Inc. 8-K:1,7,9 2/03/20 5:4.6M EdgarAgents LLC/FA 1/23/20 Alta Equipment Group Inc. DEFM14A 1/23/20 1:28M EdgarAgents LLC/FA 12/13/19 Alta Equipment Group Inc. 8-K:1,3,7,912/12/19 5:20M EdgarAgents LLC/FA 4/11/19 Alta Equipment Group Inc. 8-K:1,3,5,8 4/08/19 13:1.1M S2 Filings LLC/FA |