Chiron Financial LLC (“Chiron”) served as the exclusive financial advisor and placement agent for SMG Industries, Inc. (“SMGI” or the “Company”) in its acquisition of 100% of the membership interests of 5J Oilfield Services LLC (“5J Oilfield”) and 5J Trucking LLC (5J Trucking”), both Texas limited liability companies (together, the “5J Companies”). Chiron arranged the private placement of a combined $35.5 million comprised of (a) a bridge loan, (b) two first-lien equipment term loan facilities, (c) a revolving credit facility, (d) a seller note, (e) convertible debt with equity warrants, and (f) convertible preferred stock retained by the seller. The Chiron team also took over the role of interim CFO after the untimely death of the incumbent. The financing was used to pay the cash portion of the purchase price, repay existing indebtedness, and provide working capital. The transaction closed on February 27, 2020.
Based in Houston, Texas, SMGI (OTCQB: SMGI) is a public growth-oriented midstream and oilfield services company operating in the southwest United States. Through its wholly owned operating subsidiaries, the Company offers an expanding suite of products and services across the market segments of midstream, drilling, completions, and production.
The 5J Companies are recognized industry leaders in the heavy hauling and mobilization business and operate throughout the southwest United States. Its operating fleet comprises some 450 pieces of equipment, including approximately 100 long-haul trucks, 240 trailers, 18 heavy-lift cranes, and 25 forklifts that are used to move large compressors, oil and gas production equipment and drilling rigs for midstream, pipeline, and oilfield contractors. 5J Oilfield has five facilities to service its over 165 customers throughout Texas, Louisiana, and New Mexico.
A revolving credit facility and a first lien equipment term loan as well as a bridge loan were provided by Amerisource Business Capital, a Houston, TX-based non-bank finance company that provides asset-based debt facilities from $1 to $20 million throughout the United States.
A first lien equipment term loan was provided by Utica Leaseco, LLC, a non-bank specialized equipment financing company based in Rochester Hills, Michigan that provides $1 to $50 million credit and lease facilities throughout the United States.
Chiron team members included Managing Directors Jay Krasoff, Todd Hass, and Michael Miller, as well as Associates Eddie Gautier-Winther and Johann Bösch-Salcedo, and Analyst Kush Patel.
About Chiron Financial LLC
Chiron and its affiliates are a FINRA-registered investment banking organization that arranges private placements of debt and equity capital, and provides financial advisory services relating to mergers, acquisitions, and divestitures for middle market companies. Chiron raises growth capital and restructuring capital, and it assists with refinancing, financial restructuring (both inside and outside of Chapter 11), and other special situations. Clients include companies in a wide breadth of industries including oil and gas, oilfield services, midstream and downstream energy, power, healthcare, manufacturing, agriculture, retail, building products, advanced materials, real estate, specialty finance, and non-profits