Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 8, 2008
Date of Report (Date of earliest event reported)
NOVASTAR FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland 001-13533 74-2830661
------------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
8140 Ward Parkway, Suite 300, Kansas City, MO 64114
---------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(816) 237-7000
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 - Entry into a Material Definitive Agreement
On August 8, 2008, NovaStar Financial, Inc. ("NovaStar") entered into a
Membership Interest Purchase Agreement, dated as of August 1, 2008, with
PipeFire, LLC ("PipeFire"), the existing equity holders of PipeFire, and certain
beneficial owners of such equity interests, pursuant to which NovaStar acquired
75% of the equity interests of PipeFire from its existing equity holders. The
acquisition was deemed by the Purchase Agreement to be effective as of August 1,
2008. Following the closing of the acquisition, PipeFire's name was changed to
StreetLinks National Appraisal Services LLC ("StreetLinks").
The initial purchase price paid by NovaStar for the acquired interest at closing
was $750,000. Additional purchase price amounts, up to an aggregate additional
amount of $3,250,000, will be payable at such times as StreetLinks achieves
certain pre-tax income objectives.
The preceding discussion is qualified in its entirety by reference to the terms
of the Purchase Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 8.01 - Other Events
On August 14, 2008, NovaStar announced its acquisition of a majority interest in
PipeFire, as described above. A copy of the press release announcing this
acquisition is included as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01- Financial Statements and Exhibits
(c) Exhibits.
10.1 Membership Interest Purchase Agreement, dated as of August 1, 2008, by
and among NovaStar Financial, Inc., PipeFire, LLC, the existing members
of PipeFire, LLC, and certain beneficial owners of such membership
interests
99.1 Press release dated August 14, 2008
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOVASTAR FINANCIAL, INC.
Date: August 14, 2008 /s/ Rodney E. Schwatken
-----------------------------------
Rodney E. Schwatken
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
10.1 Membership Interest Purchase Agreement, dated as of August 1, 2008, by
and among NovaStar Financial, Inc., PipeFire, LLC, the existing
members of PipeFire, LLC, and certain beneficial owners of such
membership interests
99.1 Press release dated August 14, 2008