Acquisition Status
512 Hosting, LLC - Asset Acquisition & Infrastructure Buyout
26
Completed
9
In Progress
9
Pending
45
Total Items
Legal & Corporate
9 items| Item | Status |
|---|---|
|
Non-Disclosure Agreement (NDA)
Fully executed by all parties - William Swan, Kelly Thaddeus Barr, and M&A advisor Vinny Hale. On file in Documents.
|
Completed |
|
Letter of Intent (LOI)
Executed Nov 4, 2025. Exclusivity through Jun 30, 2026. Non-binding on structure, binding on confidentiality and exclusivity.
|
Completed |
|
Trademark & IP Transfer
All marks, domain portfolio (142 domains), and trade dress assigned. USPTO filings recorded. International WIPO transfers complete.
|
Completed |
|
Definitive Purchase Agreement (DPA) - Draft
Draft DPA released Apr 23, 2026 and agreed to by all parties Apr 27, 2026. Full-signature flow is the next step - target date to be confirmed.
|
Agreed |
|
DPA - Full Signatures
Coming next. Once all parties have submitted their DPA review and agreed to the terms, a separate signature flow will be opened. All counterparties will receive their signature requests at that time. Target date to be confirmed.
|
Pending |
|
Corporate Board Approval
Board approved the acquisition unanimously. Resolution recorded and filed with corporate secretary.
|
Completed |
|
HSR / Antitrust Filing
Cancelled - not required for this transaction. Deal size and structure fall below HSR notification thresholds; outside counsel confirmed no filing obligation.
|
Cancelled |
|
Employee & Contractor Agreements
All 84 employee contracts and 23 independent contractor agreements reviewed. Change-of-control provisions and assignment clauses cleared.
|
Completed |
|
Terms of Service & Acceptable Use Policy Update
Updating TOS and AUP for 512 Hosting / Web Pro to reflect new ownership, revised service terms, and compliance requirements post-acquisition.
|
In Progress |
Infrastructure & Operations
7 items| Item | Status |
|---|---|
|
Data Center Lease Agreements
All 4 facility leases executed. United Kingdom, Canada, and India - signed May 20. Austin (AUS-11) - signed May 22, after Cogent ordered cages for the new datacenter.
|
Completed |
|
AUS-11 Primary Datacenter Migration
Migrating current Austin datacenter operations into AUS-11. Ruben (Sr. Engineer) meeting with Will and Justin from 512 Hosting on-site at the datacenter Thursday 03/05/2026 to review infrastructure and finalize migration plan.
|
In Progress |
|
Network & BGP / ASN Transfer
ASN 397201 transfer request submitted to ARIN. 2x /18 IPv4 blocks and /32 IPv6 allocation pending re-assignment. Upstream transit agreements with Cogent and Lumen need novation.
|
Completed |
|
Server & Hardware Asset Inventory
Physical audit of 1,247 servers across 3 sites. Serial numbers reconciled against fixed asset register. 14 discrepancies under review.
|
Completed |
|
Software License Audit & Transfer
cPanel, WHMCS, CloudLinux, LiteSpeed, and VMware licenses inventoried. Transfer eligibility confirmed for all except VMware Enterprise Plus (requires renegotiation with Broadcom).
|
Completed |
|
Cogent NDA - Legal Review & Execution
NDA fully executed by both parties. Cogent legal team reviewed and countersigned. Cleared to proceed with upstream transit novation discussions.
|
Completed |
|
New 512 Hosting Website
Redesigned marketing site deployed with updated branding, refreshed product pages, and new client onboarding flows. Production cutover completed successfully.
|
Completed |
Financial & Tax
4 items| Item | Status |
|---|---|
|
Financial Due Diligence (QoE Report)
Quality of Earnings report delivered. Adjusted EBITDA confirmed for trailing twelve months. No material adjustments to revenue recognition.
|
Completed |
|
Final Tax Assessment
Filing completed and submitted to IRS. Pending IRS review - estimated review period: 60–90 days from submission date.
|
Completed |
|
Working Capital Analysis
Establishing target working capital peg. Seller provided 24-month trailing data. Reviewing deferred revenue treatment on annual hosting contracts.
|
Completed |
|
Escrow & Closing Funds Setup
Escrow agent selected. Escrow agreement to be finalized concurrent with DPA execution. Holdback terms and indemnification period under negotiation.
|
In Progress |
Closing Checklist
Pre-Close Items - Required Before Closing
All target dates pending. Items will receive target dates as the closing timeline firms up.
Technical & Asset Transfer
8 items| Item | Status |
|---|---|
|
Domain Transfer Authorization Codes
EPP/auth codes for all domains in the portfolio. Required for registrar transfer to buyer.
|
Completed |
|
Server Credentials & Root Access
Root/admin logins, SSH keys, and console access for all production servers.
|
Completed |
|
Control Panel Access
cPanel, WHM, and other hosting control panel administrative credentials.
|
Completed |
|
WHMCS Admin Credentials & License Transfer
WHMCS admin logins, license re-issue from WHMCS Inc., and module/addon keys.
|
In Progress |
|
API Keys & Third-Party Integrations
API keys, secrets, and OAuth credentials for all integrated third-party services.
|
In Progress |
|
Cloud Account Access
AWS, Google Cloud, Azure, and any other cloud account ownership transfer or admin handover.
|
In Progress |
|
Backup Systems & Data Export
Verify backup integrity, document retention policies, and provide data export packages.
|
Completed |
|
SSL Certificates
Inventory of active SSL/TLS certificates and transfer of issuance authority where applicable.
|
Completed |
Business & Legal (Closing)
5 items| Item | Status |
|---|---|
|
Final Customer Account List & Contract Inventory
Complete list of active customer accounts with contract terms and renewal dates.
|
In Progress |
|
Vendor Contract List & Assignability Confirmation
Master list of vendor agreements and confirmation of assignment provisions for each.
|
Completed |
|
Lien Release Documentation
Any UCC-1 releases or lien terminations required to deliver clean title at closing.
|
Completed |
|
Operating Agreement & Membership Documents
Up-to-date LLC operating agreement, member registers, and corporate authority documents.
|
Completed |
|
Business Bank Account Information
Account details, signatory updates, and ACH/wire setup for closing funds.
|
Completed |
Financial (Closing)
5 items| Item | Status |
|---|---|
|
Final Accounts Receivable Report
As-of-closing AR aging report and collection status.
|
In Progress |
|
Working Capital Calculation
Final working capital settlement against the agreed peg per the DPA.
|
In Progress |
|
Itemized Legal Fee Documentation
Itemized invoice schedule for legal fees subject to reimbursement at close. $4,000 paid out to date ($2,000 each to William Swan and Kelly Barr); remaining $2,000 ($1,000 each) to be paid at closing.
|
Completed |
|
Escrow Account Setup & Wire Instructions
Confirmed escrow account, wire instructions, and indemnity holdback amounts.
|
In Progress |
|
Tax Returns & Financial Statements
Final-year tax returns, audited financials, and any stub-period statements through close.
|
Completed |
Board & Post-Closing
2 items| Item | Status |
|---|---|
|
Board Governance Agreement
Drafted and ready for post-close adoption.
|
In Progress |
|
Outside Advisor Appointment Letters
Formal appointment letters for outside advisors.
|
In Progress |
Exhibits to Complete
5 items| Item | Status |
|---|---|
|
Exhibit A - Assumed Liabilities
Schedule of liabilities being assumed by buyer at closing.
|
In Progress |
|
Exhibit B - Seller Transaction Costs
Itemized list of seller-side transaction costs.
|
In Progress |
|
Exhibit C - Key Employees with Compensation
Schedule of key employees with retention/compensation terms.
|
In Progress |
|
Exhibit D - Target Working Capital
Agreed target working capital figure used for true-up at closing.
|
In Progress |
|
Exhibit E - Contracts Requiring Third-Party Consent
List of contracts requiring third-party consent for assignment.
|
In Progress |
⚠ Important - Read Before Proceeding
All target dates listed above are estimated and subject to change. Timelines may shift - in either direction - depending on deal progress, counterparty responsiveness, and advisor availability. Dates reflect current best estimates as of the last update and should not be treated as commitments.
Deal Phases
✓
Phase 1
LOI & NDA
✓
Phase 2
Due Diligence
•
Phase 3
Negotiation & DPA
4
Phase 4
Regulatory & Closing
5
Phase 5
Post-Close Integration
Documents & Signatures
Review and electronically sign deal documents.
Please allow 24–48 hours
New documents typically become available within 24–48 hours of being submitted. Larger uploads or batches with multiple files may take longer to process. If a document is showing as Pending, it has not yet been added to the platform - please check back later.
Draft DPA agreed - full signatures coming next
The draft Definitive Purchase Agreement was agreed to by all parties on Apr 27, 2026. Responses are no longer being collected on the draft. The next step is the full-signature flow, which will be opened separately and all counterparties will be notified at that time. Target date for the full-signature flow: to be confirmed.
Click Sign to apply your electronic signature. Each signer has their own private signature - what you sign and your saved signature are visible only to you. Signed documents are marked with a timestamp and session ID for audit purposes.
Principal Information
Done
✓
Principal information submitted for William and Bobby. On file with Just Win ESQ.
Outside Advisor Nominations
Proposed outside advisors for 512 Hosting, LLC post-close
Advisor list finalized & locked
This list of proposed outside advisors has been submitted to Vinny Hale
(M&A Advisor, Just Win Acquisitions) and is now locked. No further additions or
removals can be made here. If you need to add or remove a name, please email Vinny Hale at
vinny@justwinesq.com.
Proposed Advisors
0 listedOutside Advisor Nominations
Opens Wednesday, June 3, 2026
This section is being prepared and will be available to William Swan and Kelly Barr on the date above. Please check back then to submit your outside advisors.
Escrow Account and Seller Disbursement Setup
512 Hosting, LLC Asset Acquisition. Where and how your sale proceeds are paid at Closing.
Seller Disbursement Instructions
Please take your time completing this form. There is no need to rush. The purpose of this form is simply to record where and how your sale proceeds should be directed once Closing takes place. Kindly review each entry carefully before submitting; your instructions will then be provided to Just Win ESQ and the Escrow Agent for processing. Buyer and transaction details have been pre‑filled and are read‑only for your reference.
No personal identifiers requested
Do not enter your Social Security Number, date of birth, or driver's license number anywhere in this form. Your W‑9 and any taxpayer identification go directly to the Escrow Agent under their own secure process, never through this portal.
1. Transaction Summary
Pre-filled - read only2. Your Information
You complete3. Your Wire Instructions
Where your proceeds goWire fraud warning: Wire instructions are never changed at the last minute. If you receive a message asking you to change previously confirmed wire details, do not act on it. Verify anything unusual by replying within your existing, trusted Just Win ESQ email thread (never a new address or reply-to) before any funds move.
4. Proceeds & Holdback Confirmation
5. Tax & Compliance
No SSN - forms go to Escrow AgentW-9s will be given
Each Seller's completed W‑9 will be provided to the Escrow Agent prior to Closing. Your taxpayer identification number belongs on that W‑9 - submitted directly to the Escrow Agent, never in this portal. Just Win ESQ will send the Escrow Agent's secure intake link once the agent is engaged.
6. Escrow Agent
Selected by Buyer - informationalThe Escrow Agent is engaged by the Buyer with the approval of counsel. No action is needed from you here. Once the agent is confirmed, Just Win ESQ will send you their contact details and a secure link for your W‑9.
7. Acknowledgements & Submission
Entries are saved to this session automatically, so you can return and finish later. Submitting sends your disbursement instructions to Just Win ESQ for transmission to the Escrow Agent.
ADP Payroll Account Transfer
512 Hosting, LLC Asset Acquisition. Recording the handover of the company payroll account at Closing.
Sign Document
Signing: document.pdf