UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2019
ANDOVER NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-55882 | 83-2216345 | ||
| (State of Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 333
Avenue of the Americas, Suite 2000
Miami, FL |
33131-2185 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (786) 871-3333
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not Applicable | Not Applicable | Not Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On October 11, 2019, Andover National Corporation (the “Company”) released a letter from the Company’s Executive Chairman (the “Chairman’s Letter”) to the Company’s stockholders. A copy of the Chairman’s Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under this Item 8.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Chairman’s Letter contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” and “anticipate” and include, for example, any statement made regarding the Company's future results. Actual results may differ materially as a result of various risks and uncertainties, including the risks and uncertainties expressed in the cautionary statements and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company may not be able to predict and may have little or no control over many factors or events that may influence its future results and, except as required by law, shall have no obligation to update any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are included with this Current Report on Form 8-K
| 99.1 | Chairman’s Letter dated October 11, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANDOVER NATIONAL CORPORATION | ||
| Date: October 11, 2019 | By: | /s/ Jeffrey C. Piermont |
Name: Title: |
Jeffrey C. Piermont President and Chief Operating Officer | |
Exhibit 99.1
October 11, 2019
Dear Shareholders,
I am happy to report Andover closed its first acquisition, a key regional player in pest control and commercial landscape services near Huntsville, Alabama.
Since Andover’s first capital close in March 2019, we continue to learn about different industries and explore various businesses throughout the U.S. Notably, our thesis of partnering with seasoned entrepreneurs who built their companies over decades appears to be yielding a substantial pipeline of opportunities. We have discovered great businesses with highly experienced, but younger owner/operators that are seeking long-term equity partners as they grow, something which we also find very attractive. In all instances, we expect to be the majority shareholder as we acquire these businesses.
As a team, we have traveled throughout the country meeting small business owners in Alabama, Florida, Georgia, Maryland, Michigan, Minnesota, Georgia, New York, New Jersey, Ohio, Pennsylvania, Maine, Virginia and Texas to further learn about industries and local markets. I have personally found these long road trips and early morning meetings to be exciting and exhilarating. I have been impressed with the small business operators that we are meeting throughout the U.S. – they represent the fabric of the American economy. It is worth noting, many of the owners we meet have an aversion to private equity and have rejected partnering with these types of investors in the past, giving us further confidence in our approach.
This process has also helped us refine our approach. Our experience to-date has allowed us to narrow our focus to businesses that provide essential environmental services with recurring revenues like pest control, water remediation, industrial tree maintenance and commercial landscaping, with an initial focus on the South and Southeastern United States. We believe these companies have good long-term growth prospects and experience less volatility across business cycles because the services they provide are essential to the U.S. economy, are less susceptible to technological disruption than many other businesses, are local and are for non-discretionary expenditures.
Moreover, we recognize great companies like Rollins and ServiceMaster were built using the approach we are following. As we forge our own path, we understand what makes these unique public companies successful -- steady organic growth, attractive operating margins and substantial free cash flows -- which are perpetually reinvested to create long-term value. Part of what also makes these companies thrive is their ability to continually capitalize on economies of scale and scope, their recurring revenue models and their strong capital efficiency. We note that over several decades these firms have become defined by their consistently high earnings growth and expanding market capitalizations. Our objective is for Andover to emulate these types of businesses.
In the spring of 2019, we completed a fund-raising of approximately $14.5M, which provided capital to acquire our initial platform businesses and to put Andover on a strong trajectory. I am happy to report most of this capital is either deployed or planned for deployment to acquire businesses with attractive characteristics that will be run by existing management teams.
Our pipeline is robust and I am excited for the next leg of growth for Andover.
Sincerely,
Peter Cohen
Executive Chairman
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