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BGSF, Inc. (NYSE: BGSF) has filed a Preliminary Proxy Statement (Schedule 14A) seeking stockholder approval for the sale of its entire Professional segment to INSPYR Solutions Intermediate, LLC for $99 million in cash.

The transaction is structured through an Equity Purchase Agreement dated 14 June 2025. Prior to closing, BGSF will transfer Professional-segment assets and certain liabilities to wholly-owned subsidiary BGSF Professional, divest foreign subsidiaries (excluding a 1 % interest in India) to an affiliate of the buyer, and then sell 100 % of BGSF Professional and BG Finance & Accounting, Inc. to the purchaser. Alvarez & Marsal鈥揳ffiliated funds have issued an equity-commitment letter for $104 million, providing deal funding certainty.

Key Terms & Conditions

• Purchase price: $99 million cash, subject to customary working-capital and debt adjustments.
• Closing deadline (End Date): 10 November 2025.
• Required vote: majority of all outstanding BGSF common shares under DGCL 搂271.
• Termination fees: $4.95 million payable by purchaser under specified breaches; $2.97 million payable by BGSF upon superior proposal or certain failures; expense reimbursement to purchaser capped at $3 million if stockholders vote down the deal.
• No appraisal or dissenters鈥� rights for stockholders.

Strategic Rationale & Use of Proceeds

• BGSF intends to use net proceeds to substantially eliminate outstanding debt and reinvest in its Property Management segment (the 鈥淩etained Business鈥�).
• The board, after receiving a fairness opinion from Houlihan Lokey, unanimously recommends voting FOR the Sale, the related golden-parachute Compensation Proposal, and the Adjournment Proposal.

Post-Sale Profile

• BGSF will be a smaller, more focused staffing company, with revenues derived exclusively from Property Management field-talent services across 38 states and D.C.
• No proceeds flow directly to stockholders; future value creation depends on debt reduction, redeployment of capital, and potential strategic alternatives.

Risks Highlighted

• Transaction requires affirmative vote of a majority of outstanding shares; failure triggers potential expense reimbursement.
• Pendency could disrupt employees and customers; if the deal fails, BGSF shoulders transaction costs without offsetting benefits.
• After divestiture, reduced scale may pressure BGSF鈥檚 ability to meet NYSE continued-listing standards.

The special meeting date and record date are blank in this preliminary filing; final dates will be set in the definitive proxy. Stockholders are urged to review the full proxy and Annex A (Equity Purchase Agreement) for complete details.

BGSF, Inc. (NYSE: BGSF) has filed a DEFA14A to distribute additional proxy-soliciting material related to the planned divestiture of its Professional Division to INSPYR Solutions. The Professional Division鈥攃omprising IT Consulting, Finance & Accounting, Managed Solutions, and Nearshore/Offshore Software Engineering鈥攚as identified in a year-long strategic review as having stronger growth prospects under a new owner. BGSF and INSPYR have signed a definitive agreement, with closing targeted for the second half of fiscal 2025, subject to shareholder approval and customary conditions.

The filing is largely an employee and shareholder FAQ that outlines:

• Strategic rationale: Divestiture will allow BGSF to sharpen its focus on its core Property Management Division while the Professional Division scales under INSPYR鈥檚 platform.
• Employee continuity: Current assignments, compensation, payroll schedules, and PTO policies remain unchanged until close. After close, employees will transition to INSPYR benefit plans with no coverage gaps and immediate 401(k) eligibility (25% match on the first 6 %).
• Shareholder process: Employee-shareholders retain voting rights. Proxy materials and a shareholder meeting will be scheduled; definitive proxy statements will be mailed when available.
• Timeline & contingencies: The transaction is in the sign-to-close phase. If not approved or closed, the Professional Division will continue operating within BGSF.
• Forward-looking statements & risks: The company lists typical M&A uncertainties, including regulatory clearance, financing, and potential impact on stock price if the deal does not proceed.

The document contains no financial terms (purchase price, use of proceeds) but emphasizes that further details will be provided in the definitive proxy statement and subsequent SEC filings.

BGSF, Inc. (NYSE: BGSF) signed a definitive Equity Purchase Agreement on 14 June 2025 to divest its entire Professional Division to INSPYR Solutions Intermediate, LLC for $99 million in cash, subject to customary working-capital, cash, debt and expense adjustments.

The transaction structure calls for (i) transfer of Professional Division assets and liabilities into BGSF Professional, LLC, (ii) sale of the foreign subsidiaries鈥� equity (except 1% of the India entity) to an affiliate of the purchaser, and (iii) sale of all equity interests in BG Finance & Accounting, Inc. and BGSF Professional. Of the headline consideration, $3.5 million will be escrowed for post-closing purchase-price adjustments and $1.7 million for potential pre-closing indirect taxes.

Key contractual terms include customary reps & warranties, interim operating covenants, non-compete / non-solicitation provisions, and a 鈥渘o-shop鈥� with fiduciary-out for superior proposals. Shareholder approval is required. Either party may terminate if the deal has not closed by 10 November 2025. Break fees are asymmetric: BGSF owes a $2.97 million Company Termination Fee under specified circumstances (including acceptance of a superior proposal), whereas the purchaser would owe a $4.95 million Purchaser Termination Fee if it fails to close in certain cases. Purchaser has secured equity financing and a buyer-side R&W insurance policy; BGSF will provide transition services for roughly six months post-close.

Leadership changes: Effective 1 July 2025, long-time Chair, President & CEO Beth Garvey will step down. The board named Kelly Brown (President, Property Management Division) and Keith Schroeder (CFO & Secretary) as interim co-CEOs. Brown will receive 50,000 restricted shares and 25,000 stock options, each vesting in thirds annually. The new leadership team is tasked with growing the Property Management Division and 鈥渞ight-sizing鈥� the organisation following the divestiture.

The sale will materially refocus BGSF on its Property Management operations, provide significant liquidity, and reduce operational complexity; however, it removes diversification and is contingent on shareholder approval and timely closing.