ARC Group, Inc. (OTCPK:RLLY) entered into an asset purchase agreement to acquire all assets of Soaring Wings, LLC for $18 million on October 11, 2019. The purchase price is subject to working capital adjustment. Under the transaction, ARC paid $11 million of cash at closing, issued promissory note of $1 million and $6 million of deferred compensation payable in the form of shares of ARC Group's common stock. Under the terms of the Agreement, WingHouse Bar & Grill will receive three tranches of $1 million each in ARC common stock on the first-, second- and third-year anniversaries of the closing date. To fund the purchase price, ARC Group entered into a loan agreement with City National Bank of Florida pursuant to which it borrowed $12.25 million. WingHouse is generating more than $60.6 million in revenue and $3.5 million of cash flow from operating activities during 2018. Anish Gandhi of Brookwood Associates served as the investment banking advisor to WingHouse Bar & Grill in the transaction. John C. Connery of Hill Ward & Henderson acted as legal advisor to Soaring Wings. ARC Group, Inc. (OTCPK:RLLY) completed the acquisition all assets of Soaring Wings, LLC on October 11, 2019.