Justin Christian entered into a definitive agreement to acquire TSR, Inc. (NasdaqCM:TSRI) from Qar Industries, Inc., Zeff Capital L.P. managed by Zeff Holding Company, LLC, Robert Fitzgerald and Daniel Zeff for $30 million on May 15, 2024. Under the terms of the agreement, Justin Christian will commence a tender offer to purchase all of the outstanding shares of TSR for $13.40 per share, representing an equity value of approximately $29 million. Justin Christian has obtained a commitment letter from First Merchants Bank for up to $24 million of credit, which together with cash on hand will be used to finance the transaction. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of TSR?s common stock. The buy side termination fee equates to $6 million and the sell side termination fee equates to $1.25 million. The closing of the transaction is not subject to any financing conditions or regulatory approvals. Following the successful closing of the tender offer, BCforward will acquire any remaining shares of TSR that are not tendered in the tender offer through a second-step merger at the same consideration per share paid in the tender offer. The transaction has been approved by the boards of directors of TSR. The transaction is expected to close in the third quarter of 2024.

FOCUS Investment Banking is acting as the exclusive financial advisor to TSR. Scott D. Museles and Lawrence Bard of Shulman Rogers is acting as legal advisor to TSR, Inc. Chessiecap Securities, Inc. provided a fairness opinion to the Board of Directors of TSR. Chessiecap Securities, Inc. acted as financial advisor to TSR. Stephen J. Hackman and Pierce H. Han of Ice Miller LLP acted as legal counsels to Justin Christian. Douglas K. Schnell and Nikkisha Smith Howard of Wilson Sonsini acted as legal advisors to Zeff Capital in the transaction.

Justin Christian completed the acquisition of TSR, Inc. (NasdaqCM:TSRI) from Qar Industries, Inc., Zeff Capital L.P. managed by Zeff Holding Company, LLC, Robert Fitzgerald and Daniel Zeff on June 28, 2024. The tender offer expired at one minute past 11:59 p.m. (Eastern time) on June 27, 2024. Accordingly, the Minimum Tender Condition has been satisfied. Purchaser has accepted for payment, and will promptly pay for, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. As a result of its acceptance of the TSR shares tendered in the tender offer, the Purchaser has acquired a sufficient number of TSR shares to consummate the second-step merger in which any remaining shares of TSR common stock will be converted into the right to receive an amount in cash equal to $13.40 per share, which is equal to the per share price paid in the tender offer, without interest and less any required withholding taxes.