Noble Iron Inc. announced this week that its wholly owned subsidiary, RentOnThe Dot Inc., has entered into a share purchase agreement with BP Tex Canada Amalco Corp. and Noble Iron’s Australian subsidiary, Texada Software Pty Limited (the “Australian Vendor”) for ROTD to sell all of the shares of the company’s indirectly held operating subsidiary, Systematic Computer Services Corp., which operates Texada Software, to BP Canada. The Australian Vendor will sell all of its assets to BP Tex Australia Acquisition Corp. Pty Ltd. Both BP Canada and BP Australia are indirect, wholly owned affiliates of Banneker Partners, a U.S.-based private equity fund.
In connection with the transaction, Noble Iron will invest in units of BP Tex Parent LP, a private Delaware limited partnership, which has been created by Banneker to hold all of the outstanding securities of BP Canada and BP Australia.
Noble Iron will invest $4.2 million of the purchase price on an after-tax basis to acquire an interest in BP Tex LP following completion of the transaction.
Rent On the Dot has agreed to sell all of the issued and outstanding shares of Systematic to BP Canada for $36.2 million in cash, subject to adjustment based on, among other things, the amount of working capital determined to be present in Systematic at the time of closing. The amount of $500,000 of the purchase price will be paid into an escrow account for the purchased shares as security in connection with the reconciliation of working capital, which will commence 90 days following the closing of the transaction. In addition, $4.2 million of the purchase price will be used to acquire the rollover interest on closing.
Rent on the Dot signs a non-compete
ROTD and the Australian Vendor will sign non-competition agreements in regard to Systematic, BP Canada and BP Australia, agreeing not to compete with the software business for a period of five years following closing of the transaction.
Noble Iron is a technology company that offers software applications and services to construction, industrial and other equipment rental companies, owners, and users to manage their business and assets life cycle.
Texada Software, a wholly owned subsidiary of Noble Iron, offers cloud or client-based software applications for equipment rental companies, equipment dealerships, construction companies, general contractors, and equipment operators, including mechanics, logistics managers and service technicians. Texada is the provider of FleetLogic, a mobile field service and logistics management platform; SRM (Systematic Rental Management), a complete management software for scaling rental businesses; Texada Pay, a payment processing platform; and GateWay, an online store and mobile e-commerce app for customers and sales teams.
For more information, visit www.texadasoftware.com.
