EVI INDUSTRIES, INC. — Form 8-K

EVI Industries (via subsidiaries) is acquiring substantially all assets of JLOJB, Inc. (f/k/a Sudsies, Inc.), a Florida-based garment care and dry-cleaning business owned by the Jason Loeb Family Trust and Jorge Baboun Family Trust. The aggregate purchase price is $21.83M (paid to Garment Care Services FL, LLC for operating business) plus $770K (paid to GCS 12711 Plant FL, LLC for a facility/plant asset), totaling ~$22.6M. The sellers are two trusts (100% owners), individuals Jason Loeb and Jorge Baboun, and the company itself. Closings are contingent on simultaneous closing of four related asset purchase agreements. Key terms: $1.639M escrow (12 months) on main deal, $77K escrow on plant deal, 5-year non-compete and non-solicitation covenants, 18-month survival period for reps/warranties (indefinite for tax and environmental indemnities), $327.5K threshold and $6.549M cap on indemnification claims.