XML 32 R18.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 11 - Subsequent Events
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
11.
       Subsequent Events
 
On
March 2, 2018,
we sold substantially all of our assets (the “
Asset Sale”) to Churchill Downs LLC (“Buyer”), pursuant to the terms of the Asset Purchase Agreement, dated as of
November 20, 2017,
as amended by the First Amendment thereto dated
January 22, 2017 (
the “Asset Purchase Agreement”). As consideration for the Asset Sale, Buyer paid a purchase price consisting of cash in the amount of approximately
$10.8
 million (of which approximately
$1.3
 million was used to pay the outstanding amount under our credit agreement), a subordinated promissory note in the principal amount of approximately
$7.4
 million, and a
5%
equity interest in Buyer’s post-closing ultimate parent company, Churchill Downs Holdings Ltd., a British Virgin Islands business company. Buyer also
assumed substantially all of our liabilities.
 
On
March 2, 2018,
the Company
’s Board of Directors approved an amendment to the Company’s Restated Certificate of Incorporation to change the name of the Company to HG Holdings, Inc.  The amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on
March 2, 2018.
 
On
March 2, 2018,
in connection with the Asset Sale,
we terminated our credit agreement, dated as of
October 25, 2016,
as amended, with Wells Fargo Bank, National Association (“Wells Fargo”) and the related security agreement.
 
On
February 5, 2018,
a putative class action was filed in the United States District Court for the Middle District of North Carolina against us, our directors and certain former directors in connection with the Asset Sale. The lawsuit alleged, among other things, that we violated the Securities Exchange Act of
1934,
as amended, by omitting certain material information from the proxy statement relating to the Asset Sale. The complaint sought, among other things, injunctive relief preventing the consummation of the Asset Sale until disclosure of the material information allegedly omitted from the proxy statement, rescission of the Asset Purchase Agreement to the extent already implemented, and the award of attorneys
’ and experts’ fees and certain other damages. While we believed the claims were without merit, we determined to provide additional disclosure in a supplement to the proxy statement in order to alleviate the costs, risks and uncertainties inherent with litigation.  We reached an agreement with the plaintiff regarding our additional disclosures and the lawsuit was dismissed on
March 
12,
2018.